Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL NRS (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under 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 DGCLNRS, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL DCGL (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the DCGL; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under 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 DGCLDCGL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption any provision of this Agreement or consented thereto in writingto the contrary and to the extent available under the DGCL, who is Shares held by any stockholder entitled to appraisal demand and who has properly exercised demands the appraisal rights for such shares Shares (the "Dissenting Shares") pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 of the DGCL ("Section 262") shall not be converted into a into, or represent the right to receive receive, the Merger Consideration but Consideration. Any such stockholder shall instead shall be entitled to receive payment of the appraised fair value of such shares stockholder's Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist262; provided, howeverthat, that ifall Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn or lost such stockholder's rights to appraisal of such Shares under Section 262 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, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender in the manner provided in Section 3.02 of the Certificate or Certificates that formerly evidenced such Certificate formerly representing such shareShares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the The Company shall not settle, make any payment payments with respect to, or offer to settle or settle, any such demandsclaim with respect to Dissenting Shares without the prior written consent of Parent.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock 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 adoption of this Agreement or consented thereto in writingthe right to demand, who is entitled to appraisal and who has properly exercised demands, an appraisal rights for of such shares in accordance with Section 262 85 of the DGCL MBCL or any successor provision ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration but instead shall be entitled unless such Dissenting Stockholder fails to payment 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 appraised value of MBCL, such shares in accordance holder shall have with Section 262 respect thereto solely the rights provided under Sections 86 through 98, inclusive, of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifMBCL. If, after the Effective Time, such holder Dissenting Stockholder fails to perfect, perfect or otherwise loses or withdraws or loses any such holder’s right to appraisal, pursuant to Section 262 each such share 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, such shares of Company Common Stock Dissenting Stockholder shall be treated as if they a share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with this Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share3.1. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDissenting Shares, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Class A Stock issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholder (i) who has not shall have neither voted in favor of for adoption of this Agreement or and the Merger nor consented thereto in writing, writing and (ii) who is shall be entitled to and shall have demanded properly in writing appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 910 of the DGCL NYBCL (“Dissenting Shares“), shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of at the appraised value Effective Time unless and until the holder of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder Class A Stock fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, pursuant to . If a holder of Dissenting Shares shall withdraw (in accordance with Section 262 910 of the DGCL NYBCL) the demand for such appraisal or if a court of competent jurisdiction shall determine that become ineligible for such holder is not entitled to the relief provided by Section 262 of the DGCLappraisal, such shares of Company Common Stock shall be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted or deemed to have been converted, as the case may be, into the right to receive the Merger Consideration in accordance with the manner provided in Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share1.07. The Company shall provide give Parent (i) prompt written notice of any written demands for appraisal, withdrawals (or attempted withdrawals) of demands for appraisal and any other instruments served pursuant to Section 910 of the NYBCL and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock 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 adoption of this Agreement or consented thereto in writing, who is entitled to demand and properly demands appraisal and who has properly exercised appraisal rights for of such shares in accordance with Shares pursuant to Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead (“Dissenting Shares”) shall be entitled to payment of the appraised value of such shares treated in accordance with Section 262 of the DGCL. Notwithstanding the foregoing, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, withdraws withdraw or loses such holder’s lose the right to appraisal, pursuant to appraisal under 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, then (i) such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and (ii) the right of such holder to be treated as paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL shall be forfeited and cease and if they had such forfeiture shall occur following the Effective Time, each such Dissenting Share shall thereafter be deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)receive, without interest thereon, upon surrender of such Certificate formerly representing such sharethe Merger Consideration. The Company shall provide serve prompt notice to Parent prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered relating to the Company prior rights to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandappraisal, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to 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, settle or offer to settle or settle, or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares with respect to each share of Company Common Stock issued and outstanding immediately prior as to which the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead thereof shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, demand appraisal pursuant to Section 262 of the DGCL and shall have properly demanded appraisal in compliance with the provisions of Section 262 of the DGCL (each, a "Dissenting Share"), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the fair value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (a) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares, or (b) if a court any holder of competent jurisdiction shall determine Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to the relief provided by Section 262 of payment for his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such withdrawal or forfeiture shall occur following the Election Date, 50% of such shares of Company Common Stock shall thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive the Per Share Cash Consideration, and all other such shares of Company Common Stock shall be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Merger Consideration Per Share Stock Consideration, in accordance with Section 2.03(a)each case, without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Section 262 of the DGCL that relates to such demand, and shall give Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsthereto. Except with The Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to ----------------- the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to before the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Shares in accordance with Section 262 of the DGCL ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration but instead Consideration, unless such holder fails to perfect or 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 Shares held by him or her in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifunless, after the Effective Time, such holder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that in which case such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent (i) prompt written notice of any demands for appraisal of Shares received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any 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, or settle, offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.02, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Shares in accordance with Section 262 of the DGCL Delaware Law shall not be converted into a right to receive the Merger Consideration but instead shall be entitled Consideration, unless and until such holder fails to payment of the appraised value of such shares perfect, withdraws (in accordance with Section 262 of Delaware Law) or otherwise loses the DGCL, following which such shares shall automatically be canceled and shall cease right to exist; provided, however, that ifappraisal. If, after the Effective Time, such holder fails to perfect, withdraws (in accordance with Delaware Law) or loses such holder’s the right to appraisal, 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, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. If any appraisal is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then for purposes of the appraisal, the cash received and/or value of the promissory note received by the Company in payment of the exercise price of the Top-Up Option shall be treated as if it were not paid to or received by the Company and the shares of Common Stock issued upon the exercise of the Top-Up Option shall be treated as if they were not issued or outstanding.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary contained in this Agreement, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and properly demands appraisal and who has properly exercised appraisal rights for such shares Shares in accordance with Section 262 of Delaware Law (such shares, the DGCL “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration but instead shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist, and shall be entitled to payment of the appraised value of only such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDelaware Law. If, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s the right to appraisal, 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 DGCLappraisal in accordance with Delaware Law, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with (less any amounts entitled to be deducted or withheld pursuant to Section 2.03(a), without interest thereon, upon surrender of 3.08) and such Certificate formerly representing such shareShares shall not be deemed to be Dissenting Shares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, 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.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has stockholders properly exercising appraisal rights available under Section 262 of the Corporation Law (the “Dissenting Shares”) shall not voted in favor of adoption of this Agreement be converted into or consented thereto in writingbe exchangeable for the right to receive the Merger Consideration, who is entitled unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal and who has properly exercised appraisal rights for such shares under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL Corporation Law. If any such holder shall not have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into a and 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 shall have been irrevocably lost, withdrawn or expired, the Merger Consideration but instead Consideration, without interest. The Company shall be entitled to payment give Parent and Merger Sub (a) prompt notice of the appraised value any written demands for appraisal of any Shares, attempted withdrawals of such shares demands and any other instruments served pursuant to the Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled Corporation Law and shall cease (b) the opportunity to exist; provided, however, that if, after participate in and control all negotiations and proceedings with respect to demands for appraisal under the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareCorporation Law. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company shall not voluntarily make or agree to make any payment with respect toto any demands for appraisals of capital stock of the Company, or offer to settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provision of this Agreement to the contrary, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have, in all respects, properly exercised and perfected a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is demand for and are entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL and, as of the Effective Time, have complied in all respects with Section 262 of the DGCL and shall not have effectively withdrawn or lost such Person’s rights to such appraisal and payment under the DGCL with respect to such shares (collectively, the “Dissenting Shares”) shall not be converted into a or represent the right to receive the Merger Consideration but pursuant to Section 3.1(b). Such stockholders instead shall only be entitled to receive payment of the appraised value of such shares Dissenting Shares held by them in accordance with the provisions of, and as provided by, Section 262 of the DGCL, following which except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have waived, withdrawn, or otherwise are not entitled to, the right to appraisal of such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to of Common Stock under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled thereupon be deemed to the relief provided by Section 262 of the DGCLhave been canceled and converted into and to have become exchangeable, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into Time, for the right to receive receive, without any interest thereon, and after giving effect to any required Tax withholdings, the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharein the manner provided in Section 3.3. The Company shall provide give Parent prompt written notice of any notice or demand for appraisal or payment for shares of Common Stock or any withdrawals of such demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsCompany.

Dissenting Shares. Notwithstanding Section 2.03(a) For purposes of this Agreement, “Dissenting Shares” means shares of Company Common Stock issued and outstanding immediately prior to or Company Preferred Stock held as of the Effective Time and held by a holder Company Stockholder who has not voted such Company Stock in favor of the adoption of this Agreement or consented thereto in writing, who is entitled and the Merger and with respect to which appraisal shall have been duly demanded and who has properly exercised appraisal rights for such shares perfected in accordance with Section 262 of the DGCL Delaware Act and not effectively withdrawn or forfeited prior to the Effective Time. Dissenting Shares shall not be converted into a or represent the right to receive the Merger Consideration but instead shares of Parent Common Stock unless such Company Stockholder’s right to appraisal shall be entitled to payment of the appraised value of such shares have ceased in accordance with Section 262 the Delaware Act. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the DGCLoccurrence of such event, following which such shares shall automatically be canceled and holder’s Dissenting Shares shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock be Dissenting Shares and shall be treated as if they had been converted as of the Effective Time into and represent the right to receive the Merger Consideration Shares issuable in accordance with respect of such Company Common Stock or Company Preferred Stock, as the case may be, pursuant to Section 2.03(a1.5(a), without interest thereonand (ii) promptly following the occurrence of such event and, upon if requested by Parent, the proper surrender of such Certificate formerly person’s Company Stock Certificate, the Parent shall deliver to such Company Stockholder a certificate representing the Initial Shares to which such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time holder is entitled pursuant to Section 262 1.5(a) and shall deliver to the Indemnification Escrow Agent a certificate representing the remaining 5% of the DGCL that relates Merger Shares to which such demand, and Parent holder is entitled pursuant to Section 1.5(b) (which shares shall have the opportunity and right to participate in be considered Indemnification Escrow Shares for all negotiations and Proceedings with respect to such demands. Except with the prior written consent purposes of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsthis Agreement).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.032.3), shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who has properly exercised appraisal rights for such shares complies in accordance with 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 but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 2.03(a)262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration, without interest thereon, upon surrender and subject to any withholding of such Certificate formerly representing such shareTaxes required by applicable Law as provided in Section 2.5. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Shares and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the Effective Time pursuant to Section 262 fair value of the DGCL that relates to such demandDissenting Shares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or settlecompromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Section 2.03262 of the DGCL; provided, however, that shares of Company Common Stock issued and outstanding immediately prior to that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writingshall, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 after the Effective Time of the DGCL shall not be converted into a Merger, withdraw his demand for appraisal or lose his right to receive of appraisal as provided in the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease deemed to exist; providedbe converted, however, that if, after as of the Effective TimeTime of the Merger, such holder fails to perfect, withdraws or loses such holder’s into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled received by the Company and (ii) the opportunity to the relief provided by direct all negotiations and proceedings with respect to demands for appraisal under 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 the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of will not voluntarily make any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings payment with respect to such demands. Except any demands for appraisal and will not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such demands. It is understood and agreed that the obligation to make any payment under Section 262 of the DGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder thereof who has not voted in favor validly demanded payment of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights the fair value for such shares Shares as determined in accordance with Section 262 of the DGCL (such Shares, the "Dissenting Shares") shall not be converted into a or be exchangeable for the right to receive the Per Share Merger Consideration Consideration, but instead shall be entitled converted into the right to receive payment of from the appraised value of Surviving Corporation with respect to such shares Dissenting Shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled unless and shall cease to exist; provided, however, that if, after the Effective Time, until such holder fails shall have failed to perfect, withdraws perfect or loses shall have effectively withdrawn or lost such holder’s 's right to appraisal, pursuant to Section 262 of under the DGCL or if a court of competent jurisdiction shall determine that DGCL. If any such holder is not entitled of Shares shall have failed to the relief provided by Section 262 perfect or shall have effectively withdrawn or lost such right, each Share of the DGCL, such shares of Company Common Stock holder shall be treated treated, at the Company's sole discretion, as if they a Share that had been converted as of the Effective Time into the right to receive the Per Share Merger Consideration in accordance with Section 2.03(a4.1(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give prompt notice to Parent prompt written notice of any written demands (and any written withdrawals thereof) received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time Shares pursuant to Section 262 of the DGCL that relates to such demandDGCL, and Parent shall have the opportunity and right to reasonably participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settlewaive any rights with respect to, any such demands. Any portion of the Per Share Merger Consideration made available to the Paying Agent pursuant to this Section 4.1(d) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding Section 2.03For purposes of this Agreement, the term “Dissenting Shares” means shares of Company Common Stock issued and outstanding Company Preferred Stock held immediately prior to the Merger Effective Time and held by a holder of Company Common Stock and Company Preferred Stock (each, a “Company Stockholder”), who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing, who is entitled ) and with respect to appraisal and who has properly exercised appraisal rights which demand to the Company for purchase of such shares is duly made and perfected in accordance with Section 262 of the DGCL and not subsequently and effectively withdrawn or forfeited. Notwithstanding the provisions of Section 3.04(c) or any other provision of this Agreement to the contrary, Dissenting Shares shall not be converted into a right to receive the Merger Consideration but instead shall or be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into exchangeable for the right to receive the Merger Consideration at or after the Merger Effective Time (and at the Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist), but shall entitle the holder thereof to receive such consideration as may be determined to be due to holders pursuant to the DGCL, unless and until the holder of such Dissenting Shares withdraws his or her demand for such appraisal in accordance with Section 2.03(athe DGCL or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise), without interest thereonthen, upon surrender as of the Merger Effective Time or the occurrence of such Certificate formerly representing event, whichever last occurs, such share. The Company holder’s Dissenting Shares shall provide Parent prompt written notice of any demands received by automatically be converted into and represent the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate receive the Merger Consideration, as provided in all negotiations Section 3.04 and Proceedings with respect to such demands. Except in accordance with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsDGCL.

Dissenting Shares. Notwithstanding Section 2.032.03(a), any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder immediately prior to the Effective Time who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares in accordance with Section 262 of Delaware Law and who has not failed to perfect, withdrawn or otherwise lost the DGCL right to appraisal under Delaware Law (collectively, the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifPer Share Consideration. If, after the Effective Time, such any holder of Dissenting Shares fails to perfect, withdraws or loses such holder’s the right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Per Share Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharethis Article 2. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Share in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses, (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “Dissenting Share Payments”), then Parent shall be entitled to recover under the terms of Section 10.02 hereof such Dissenting Share Payments, whether paid or incurred before or after the Effective Time by the Company or Parent.

Dissenting Shares. Section 351.455 of the GBCL provides ----------------- dissenter's rights in connection with the Merger to the shareholders of the Company. Notwithstanding Section 2.03anything in this Merger Agreement to the contrary, shares any issued and outstanding Company Common Shares or Company Preferred Shares held by a person (a "Dissenting Shareholder") who objects to the Merger and complies with all the provisions of the GBCL concerning the right of holders of Company Common Stock issued Shares and Company Preferred Shares to dissent from the Merger and require appraisal of their Company Common Shares or Company Preferred Shares ("Dissenting Shares") shall not be converted as described in Section 4.1 but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the laws of the State of Missouri; provided, however, that Company Common Shares or Company Preferred Shares outstanding immediately prior to the Effective Time Date and held by a holder Dissenting Shareholder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifshall, after the Effective TimeDate, such holder fails to perfect, withdraws withdraw his demand for appraisal or loses such holder’s lose his right to of appraisal, in either case 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 DGCLGBCL, such shares of Company Common Stock shall be treated as if they had been deemed to be converted as of the Effective Time Date, into the right to receive the Merger Consideration cash amount, without interest, as provided in accordance with Section 2.03(a4.1(b) or (c), without interest thereon, upon surrender of such Certificate formerly representing such shareas appropriate. The Company shall provide Parent give Purchaser (i) prompt written notice of any demands for appraisal of Company Common Shares or Company Preferred Shares received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any such demands. Except with The Company shall not, without the prior written consent of Parent, the Company shall not Purchaser make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding Section 2.03(a) For purposes of this Agreement, the term “Dissenting Shares” means shares of Company Common Stock issued and outstanding Company Preferred Stock held immediately prior to the Merger Effective Time and held by a holder of Company Common Stock and Company Preferred Stock (each, a “Company Stockholder”), who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing, who is entitled ) and with respect to appraisal and who has properly exercised appraisal rights which demand to the Company for purchase of such shares is duly made and perfected in accordance with Section 262 of the DGCL and not subsequently and effectively withdrawn or forfeited. Notwithstanding the provisions of Section 2.06(d), Section 2.06(e) or any other provision of this Agreement to the contrary, Dissenting Shares shall not be converted into a right to receive the Merger Consideration but instead at or after the Merger Effective Time, and at the Merger Effective Time such Dissenting Shares shall no longer be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares outstanding and shall automatically be canceled cancelled and retired and shall cease to exist; providedexist but shall entitle the holder thereof to receive such consideration as may be determined to be due to holders pursuant to the DGCL, howeverunless and until the holder of such Dissenting Shares withdraws his or her demand for such appraisal in accordance with the DGCL or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise), that ifthen, after as of the Merger Effective TimeTime or the occurrence of such event, such holder fails to perfectwhichever last occurs, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Dissenting Shares shall automatically be converted into 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration or the Preferred Stock Merger Consideration, as applicable, as provided in Section 2.06 and in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsDGCL.

Dissenting Shares. Notwithstanding Section 2.032.4(b), shares with respect to each share of Company Common Stock issued and outstanding immediately prior as to which the Effective Time and held by a holder who has not voted in favor thereof shall have properly complied with the provisions of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right as to receive appraisal rights (the Merger Consideration but instead “Dissenting Shares”), if any, such holder shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised appraisal value of such shares Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if(i) if any holder of Dissenting Shares, after under the Effective Timecircumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to perfect, withdraws or loses such holder’s right establish his entitlement to appraisal, pursuant to Section 262 of appraisal rights as provided in the DGCL or (iii) if a court any holder of competent jurisdiction shall determine Dissenting Shares takes or fails to take any action the consequences of which is that such holder is not entitled to the relief provided by payment for his shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and each such share of Company Common Stock shall thereafter be treated as if they had deemed to have been converted into and have become, as of the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)receive, without interest thereon, upon surrender of such Certificate formerly representing such shareMerger Consideration. The Company shall provide Parent give the Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandshares, and Parent the Buyer shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands except as required by applicable Law. Except The Company shall not, except with the prior written consent of Parentthe Buyer, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock 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 adoption of this Agreement or consented thereto in writing, the Merger and who is entitled to demand and properly demands, exercises, and perfects his or her demand for appraisal of such Shares pursuant to Section 262 of the DGCL (“Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, unless and who has properly exercised until such holder shall have effectively withdrawn or lost, such holder’s right to appraisal rights for such shares under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead and shall be entitled to payment receive consideration thereunder. At the Effective Time, Dissenting Shares shall no longer be outstanding and shall be canceled and cease to exist. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the appraised value later of the Effective Time and the time that such shares right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 262 3.1(c). The Company shall give Parent (i) prompt notice of the DGCLany demands for appraisal of any Shares, following which attempted withdrawals of such shares shall automatically be canceled demands and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, any other instruments served 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands and received by the Company for relating to rights of appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemands for appraisal.

Dissenting Shares. Notwithstanding Section 2.03For purposes of this Agreement, “Dissenting Shares” means shares of Company Common Stock issued and outstanding of the Company held immediately prior to the Effective Time and held by a holder shareholder who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing, who is entitled ) and with respect to appraisal and who has properly exercised appraisal rights which demand to the Company for purchase of such shares is duly made and perfected in accordance with Section 262 1301 of the DGCL CGCL and not subsequently and effectively withdrawn or forfeited. Notwithstanding the provisions of Section 1.07(a) or any other provision of this Agreement to the contrary, Dissenting Shares shall not be converted into a right to receive the Merger Consideration but instead shall or be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into exchangeable for the right to receive the Merger Consideration at or after the Effective Time, but shall entitle the holder thereof to receive such consideration as may be determined to be due to holders thereof pursuant to the CGCL, unless and until the holder of such Dissenting Shares withdraws his, her or its demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise). If a holder of Dissenting Shares shall withdraw his, her or its demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise), then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder’s Dissenting Shares shall automatically be converted into and represent the right to receive the Merger Consideration for each Dissenting Share, without interest, as provided in Section 1.07(a) and in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharethe CGCL. The Company shall provide give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Stock and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any 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, or settle, offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares holders of Company Common Stock issued and outstanding immediately prior to that have, as of the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writingTime, who is entitled complied with all procedures necessary to appraisal and who has properly exercised assert appraisal rights for such shares in accordance with the TBCA, if applicable, shall have such rights, if any, as they may have pursuant to Section 262 5.12 of the DGCL TBCA and such Company Common Stock shall not be converted into a right to receive the Merger Consideration or be exchangeable as provided in this Section 2.1, but instead such holders shall be entitled to receive such payment of as may be determined to be due to such holders pursuant to the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to existTBCA; provided, however, that ifif such holder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment under the TBCA, after such holder's Company Common Stock shall thereupon be deemed to have been converted and to have become exchangeable, as of the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of into 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, such shares of Standard Consideration. The Company Common Stock shall be treated described in this Section 2.1(e) held by holders who exercise and perfect appraisal rights are referred to herein as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. "Dissenting Shares." The Company shall provide give Parent prompt written notice of any demands for appraisal of shares received by the Company (and shall also give Parent prompt notice of any withdrawals of such demands for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, rights) and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, settle or otherwise negotiate or offer to settle or settle, any such demandsdemand for appraisal rights. Parent agrees that it shall make all payments with respect to appraisal rights and that the funds therefor shall not come, directly or indirectly, from the Company.

Dissenting Shares. Notwithstanding Section 2.032.02, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing, ) and who is entitled to demand and properly demands appraisal and who has properly exercised appraisal rights for such shares in accordance with, and who complies in all respects with Section 262 of the DGCL of, Delaware Law (such shares, “Dissenting Shares”) shall not be converted into a or exchangeable for the right to receive the Merger Consideration but and shall instead no longer be outstanding and shall be entitled automatically cancelled and cease to exist at the Effective Time and such holder shall cease to have any rights thereto except the right to receive only the payment of the appraised value of such shares in accordance with under Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDelaware Law. If, after the Effective Time, such holder fails to perfect, effectively withdraws or otherwise loses such holder’s right to appraisal, 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, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to Delaware Law and received by the Company prior relating to the Effective Time pursuant to Section 262 stockholders’ rights of the DGCL that relates to such demandappraisal, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.02 to pay for shares of Company Stock for which appraisal rights have been properly demanded shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding Section 2.033.1(b), shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal to, and who has properly exercised and perfected his, her or its demand for, appraisal rights for such shares in accordance with under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of such Dissenting Shares shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal, pursuant to appraisal and payment under Section 262 of the DGCL (whether occurring before, at or if a court of competent jurisdiction shall determine that such holder is not entitled to after the relief provided by Section 262 of the DGCLEffective Time), such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without any interest thereon, in accordance with Section 2.03(a), without interest thereon, upon surrender of 3.2(b) and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall provide give Parent prompt written notice of any demands for appraisal of Company Common Stock received by the Company for appraisal Company, written withdrawals or attempted withdrawals of shares of Company Common Stock, any withdrawal of any such demand demands and any other demandinstruments, notice notices or instrument delivered to demands served on the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, DGCL. Parent and Parent Acquisition Sub shall have the opportunity and right to direct and participate in all negotiations and Proceedings proceedings with respect to such demands. Except with , and the Company shall not, without the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL, or approve any withdrawal of any such demands or agree to do or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to delivered a written demand for appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCLDelaware General Corporation Law ("Dissenting Shares") shall not be converted as provided in Section 1.5 of this Agreement, following which unless and until such shares shall automatically be canceled holder fails to perfect or effectively withdraws or loses his right to appraisal and shall cease to exist; provided, however, that ifpayment under the Delaware General Corporation Law. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance Section 1.5(a)(iii) hereof, together with Section 2.03(a)any dividends or distributions payable thereon or cash in lieu of fractional shares, and to which such holder is entitled, without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Parent covenants and agrees that, in the event any cash payment is to be made following the Effective Time in respect of Dissenting Shares (as a result of a judgment, settlement or otherwise), Parent shall contribute to the capital of the Surviving Corporation an amount sufficient to make such payment, and no funds or other assets of the Surviving Corporation shall, directly or indirectly, be used for such purpose.

Dissenting Shares. Notwithstanding Section 2.03Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, shares of Company Common Stock issued and outstanding immediately prior to however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifshall, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 Time of the DGCL Merger, withdraw his demand for appraisal or if a court lose his right of competent jurisdiction shall determine that such holder is not entitled to appraisal as provided in the relief provided by Section 262 Chapter 13 of the DGCLCGCL, such shares of Company Common Stock shall be treated as if they had been converted deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration Shares in accordance with the procedures specified in Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share2.3. The Company shall provide give Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under Chapter 13 of the CGCL. Except The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of with respect to each Company Common Stock issued and Share that is outstanding immediately prior to the Effective Time and held by a as to which the holder who has not voted thereof shall have properly complied in favor all respects with the provisions of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL as to appraisal rights (each, a “Dissenting Share”), such Dissenting Share shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled canceled and shall represent the right to payment receive only the payment, solely from the Surviving Company, of the appraised appraisal value of such shares the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that if any such Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, following which then the right of such shares shall automatically be canceled and shall cease Person to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to receive those rights under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that cease and such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and shall represent only the right to receive right to receive, the same type of Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender as was payable in respect of such Certificate formerly representing such sharean equivalent number of Non-Election Shares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in control all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the The Company shall not settle, make any payment payments with respect to, or offer to settle or settle, any such demandsclaim with respect to Dissenting Shares without the written consent of Parent.

Dissenting Shares. Notwithstanding Section 2.032.2, to the extent (if at all) that holders of Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately immedi ately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised and perfected his or her demand for appraisal rights for such shares in accordance with under Section 262 of the DGCL (the "Dissenting Shares"), shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of Dissenting Shares shall be entitled to payment of receive from the appraised value of Company such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws perfect or loses such holder’s shall effectively withdraw or lose his or her right to appraisal, 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 appraisal and payment under the DGCL, such holder's shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Price, without any interest thereon, upon surrender of or Parent Shares or a combination thereof, as determined by Parent in its sole discretion, and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall provide give Parent (i) prompt written notice of any notices or demands for appraisal or payment for shares of Common Stock received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any such demandsdemands or notices. Except with The Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, offer to settle or settle, otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor shareholder of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and the Company who has properly exercised appraisal asserted such holder’s dissenters’ rights for such shares in accordance with Section 262 under Article 13 of the DGCL GBCC (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to payment of the “fair value” for such shares under Article 13 of the GBCC. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right at or following the Effective Time of the Merger, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time of the Merger, the right to receive, without any interest thereon, upon surrender the Merger Consideration. Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such Certificate formerly representing such sharedemands or notices. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such demands. Each holder of Dissenting Shares who becomes entitled under Article 13 of the GBCC to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Corporation (but only after the amount thereof shall have been finally determined pursuant to the GBCC), and such shares shall be retired and cancelled.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder person (a "DISSENTING STOCKHOLDER") who has not voted in favor objects to the Merger and complies with all the provisions of adoption Delaware law concerning the right of this Agreement or consented thereto in writing, who is entitled holders of Shares to dissent from the Merger and require appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL their Shares ("DISSENTING SHARES") shall not be converted as described in Section 3.01(c), but shall be converted into a the right to receive the Merger Consideration but instead shall such consideration as may be entitled determined to payment of the appraised value of be due to such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease Dissenting Stockholder pursuant to exist; provided, however, that ifDelaware law. If, after the Effective Time, such holder Dissenting Stockholder withdraws his demand for appraisal or fails to perfect, withdraws perfect or otherwise loses such holder’s his right to appraisal, in any case 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, such his shares of Company Common Stock shall be treated as if they had been deemed to be converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide give Parent prompt written notice of any demands received upon receipt by the Company of any written demands for appraisal of shares of Company Common Stockrights, any withdrawal of any such demand demands, and any other demand, notice or instrument written communications delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDGCL, and the Company shall give Parent shall have the opportunity and right opportunity, to participate in the extent permitted by law, to direct all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not voluntarily make any payment with respect to any demands for appraisal rights and shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such demands.. SECTION 3.02

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who has properly exercised appraisal rights for such shares complies in accordance with 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 but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. If any such holder of such Shares fails to perfect or otherwise waives, withdraws or loses his or her right to appraisal under Section 262 of the DGCL or other applicable Law, then such Shares shall cease to be considered Dissenting Shares hereunder, the right of such holder to be paid the fair value of such Shares shall cease and such Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law in accordance with Section 2.03(a2.2(e), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares Shares, attempted withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the Effective Time pursuant to Section 262 fair value of the DGCL that relates to such demandDissenting Shares, and Parent shall have the opportunity and right to participate in and to control all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or settlecompromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03(a) For purposes of this Agreement, “Dissenting Shares” means shares of Company Common Stock issued and outstanding immediately prior to or Company Preferred Stock held as of the Effective Time and held by a holder Company Stockholder who has not voted such Company Stock in favor of the adoption of this Agreement or consented thereto in writing, who is entitled and the Merger and with respect to which appraisal shall have been duly demanded and who has properly exercised appraisal rights for such shares perfected in accordance with Section 262 of the DGCL Delaware Act and not effectively withdrawn or forfeited prior to the Effective Time. Dissenting Shares shall not be converted into a or represent the right to receive the Merger Consideration but instead shares of Parent Common Stock unless such Company Stockholder’s right to appraisal shall be entitled to payment of the appraised value of such shares have ceased in accordance with Section 262 the Delaware Act. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the DGCLoccurrence of such event, following which such shares shall automatically be canceled and holder’s Dissenting Shares shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock be Dissenting Shares and shall be treated as if they had been converted as of the Effective Time into and represent the right to receive the Merger Consideration Shares issuable in accordance with respect of such Company Common Stock or Company Preferred Stock, as the case may be, pursuant to Section 2.03(a1.5(a), without interest thereonand (ii) promptly following the occurrence of such event and, upon if requested by Parent, the proper surrender of such Certificate formerly person’s Company Stock Certificate, the Parent shall deliver to such Company Stockholder a certificate representing the Initial Shares to which such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time holder is entitled pursuant to Section 262 1.5(a) and shall deliver to the Indemnification Escrow Agent a certificate representing the remaining 2% of the DGCL that relates Merger Shares to which such demand, and Parent holder is entitled pursuant to Section 1.5(b) (which shares shall have the opportunity and right to participate in be considered Indemnification Escrow Shares for all negotiations and Proceedings with respect to such demands. Except with the prior written consent purposes of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsthis Agreement).

Dissenting Shares. (a) Notwithstanding Section 2.032.05 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.05(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to existDissenting Shares; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of the DGCL DGCL, or if a court of competent jurisdiction shall determine determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock 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 the right to receive the Merger Consideration in accordance with Section 2.03(a2.05(a), without interest thereon, upon surrender of such Certificate formerly representing such shareShares. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or 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 Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares in accordance with Section 262 of the DGCL Company Capital Stock (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Securities in accordance with Section 262 of 3.1 hereof, and shall only be entitled to receive such consideration as shall be determined pursuant to the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under 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 DGCLNRS, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Securities in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares or Preferred Shares issued and outstanding immediately prior to the Effective Time and held by a holder (if any) who has not voted in favor of adoption of this Agreement or consented thereto in writingthe right to demand, who is entitled to appraisal and who has properly exercised demands, an appraisal rights for of such shares Shares or Preferred 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 Merger Consideration but instead shall be entitled or the Preferred Merger Consideration, as applicable, unless such holder fails to payment of the appraised value of perfect or otherwise loses such shares in accordance with Section 262 of the DGCLholder's right to such appraisal, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifif any. If, after the Effective Time, such holder fails to perfect, withdraws perfect or loses any such holder’s right to appraisal, pursuant to Section 262 each such Share or Preferred Share 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, such shares of Company Common Stock shall be treated as if they a Share or Preferred Share that had been converted as of the Effective Time into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, in accordance with this Section 2.03(a)2.1. At the Effective Time, without interest thereonany holder of Dissenting Shares shall cease to have any rights with respect thereto, upon surrender except the rights provided in Section 262 of such Certificate formerly representing such sharethe DGCL (or any successor provision) and as provided in the immediately preceding sentence. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice Shares or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandPreferred Shares, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of such shares of Company Common Stock who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has have properly exercised appraisal rights for such shares in accordance with Section 262 of respect thereto (the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares "Dissenting Common Stock") in accordance with Section 262 of the DGCL, following which shall not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock shall automatically be canceled entitled to receive payment of the appraised value of such shares of Dissenting Common Stock in accordance with the provisions of Section 262 of the DGCL unless and shall cease until such holders fail to exist; provided, however, that ifperfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, 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 DGCLright, such shares of Company Dissenting Common Stock shall thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, upon surrender if (i) the Merger is rescinded or abandoned or (ii) the stockholders of the Company revoke the authority to effect the Merger, then the right of any stockholder to be paid the fair value of such Certificate formerly representing such sharestockholder's Dissenting Common Stock pursuant to Section 262 of the DGCL shall cease. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal appraisals of shares of Company Dissenting Common Stock. The Company shall not, any withdrawal of any such demand and any other demand, notice except as required by applicable law or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisals or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has Shares that have not been voted in favor of for adoption of this Agreement or consented thereto in writing, who is entitled and with respect to which appraisal and who has shall have been properly exercised appraisal rights for such shares demanded in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Merger Consideration at or after the Effective Time unless and until the holder of such Shares effectively withdraws his demand for such appraisal (in accordance with Section 2.03(a)262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall effectively withdraw (in accordance with Section 262(k) of the DGCL) his demand for such appraisal or shall become ineligible for such appraisal, without interest thereonthen, upon surrender as of the Effective Time or the occurrence of such Certificate formerly representing event, whichever last occurs, each of such shareholder’s Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receive the Per Share Merger Consideration. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not make any payments with respect to, or compromise or settle, any demand for appraisal without the prior written consent of Parent, the Company which consent shall not make any be unreasonably withheld. Each holder of Dissenting Shares who becomes entitled, pursuant to the provisions of Section 262 of the DGCL, to payment with respect to, or offer for such Dissenting Shares under the provisions of Section 262 of the DGCL shall receive payment thereof from the Surviving Corporation and such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to settle or settle, any such demandsexist.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who has properly exercised appraisal rights for such shares complies in accordance with all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into a the right to receive the Merger Consideration as provided in Section 2.1(b), but instead rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the appraised value “fair value” of such shares Appraisal Shares in accordance with and to the extent provided in Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist262; provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, withdraws withdraw or loses such holder’s lose the right to appraisal, pursuant to appraisal under Section 262 with respect to Appraisal Shares, then the right 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 seek appraisal of the DGCL, such shares of Company Common Stock shall cease and such shares of Company Common Stock shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in accordance with Section 2.03(a2.1(b), without interest thereon, upon surrender of such Certificate formerly representing such shareinterest. The Company shall provide give prompt notice, and in any event within 48 hours of receipt, to Parent prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and control all negotiations and Proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has demanded properly exercised in writing appraisal rights for such shares of Common Stock in accordance with Section 262 of the DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into a or represent the right to receive the Merger Consideration but instead ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares Common Shares held by 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 of Common Stock held by them under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s for the right to appraisalreceive, pursuant to Section 262 without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in this Article II, of the DGCL Certificate or if a court of competent jurisdiction shall determine Certificates that such holder is not entitled to the relief provided by Section 262 of the DGCL, formerly evidenced such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareStock. The Company shall provide give Parent and Purchaser prompt written notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of shares of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Section 262 of Delaware law and received by the DGCL that relates to such demandCompany, and Parent and Purchaser shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the 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 toto any demands for appraisal, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.033.1(a) hereof, shares to the extent that holders thereof are entitled to appraisal rights under Section 262 of Company Common Stock the DGCL, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised and perfected his or her demand for appraisal rights for such shares in accordance with under Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of such Dissenting Shares shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal, 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 appraisal and payment under the DGCL, such shares of Company Common Stock holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall promptly provide Parent prompt written with notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demands, or agree to do any of the foregoing. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent and the aggregate Merger Consideration shall be reduced, on a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder of the Company immediately prior to the Effective Time.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption any provision of this Agreement or consented thereto in writingto the contrary and to the extent available under the FBCA, who is Shares held by any stockholder entitled to appraisal demand and who has properly exercised demands the appraisal rights for such shares Shares (the “Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 607.1301, et seq., of the DGCL FBCA (the “Appraisal Statute”) shall not be converted into a into, or represent the right to receive receive, the Merger Consideration but Consideration. Any such stockholder shall instead shall be entitled to receive payment of the appraised fair value of such shares stockholder’s Dissenting Shares in accordance with Section 262 the provisions of the DGCL, following which such shares shall automatically be canceled and shall cease to existAppraisal Statute; provided, howeverthat, that ifall Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn or lost such stockholder’s rights to appraisal of such Shares under the Appraisal Statute 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, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender in the manner provided in Section 3.02 of the Certificate or Certificates that formerly evidenced such Certificate formerly representing such shareShares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the The Company shall not settle, make any payment payments with respect to, or offer to settle or settle, any such demandsclaim with respect to Dissenting Shares without the prior written consent of Parent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.032.6), shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and has properly demanded appraisal for such Company Shares in accordance with, and who has properly exercised appraisal rights for such shares complies in accordance with all respects with, Section 262 of the DGCL (such Company Shares, the “Dissenting Shares”, and such holder, a “Dissenting Stockholder”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 2.03(a)262 of the DGCL or other Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration, without interest thereon, upon surrender and net of such Certificate formerly representing such shareapplicable withholding of Taxes as provided in Section 2.8. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares Company Shares, attempted withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the fair value of Dissenting Shares. Prior to the Effective Time pursuant to Section 262 of Time, the DGCL that relates to such demandCompany shall not, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of ParentParent (not to be unreasonably withheld, the Company shall not conditioned or delayed), voluntarily make any payment with respect to, or settle or compromise or offer to settle or settlecompromise, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL DCGL (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the DCGL; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under 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 DGCLDCGL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock and Parent Preferred Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company ReGen Common Stock issued and outstanding immediately prior to the Effective Time and ReGen Preferred Stock that are held by a holder stockholders who has not voted in favor of adoption of this Agreement or consented thereto in writinghave dissented from the Merger and perfected their appraisal rights, who is entitled to appraisal if permitted by, and who has properly exercised appraisal rights for such shares in accordance with with, the provisions of Section 262 of the DGCL (the "Dissenting Shares"), shall not be converted into a or be exchangeable for the right to receive any Aros Issuable Stock, but the Merger Consideration but instead holders thereof shall be entitled to payment from the Surviving Corporation of the appraised value "fair value" of such shares as provided in accordance with Section 1.03(b) herein; provided, however, that if any such holder shall have failed to perfect such appraisal rights or shall have effectively withdrawn or lost such rights pursuant to Section 262 of the DGCL, following which then such holder shall be entitled to have such holder's shares shall automatically be canceled and shall cease to exist; providedof ReGen Exchangeable Stock converted into, however, that if, after at the Effective Time, such shares of Aros Issuable Stock in accordance herewith. If any holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court shares of competent jurisdiction ReGen Exchangeable Stock shall determine that such holder is not be entitled to the relief be paid such appraised "fair value" of such Dissenting Shares as provided by in Section 262 of the DGCL, such shares of Company Common Stock ReGen shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written give Aros notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand thereof and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent Aros shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demands. Except ReGen shall not, except with the prior written consent of ParentAros, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demandsdemand for payment.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of 3.1 hereof, and shall only be entitled to receive such consideration as shall be determined pursuant to the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of the DGCL or if a court such Stockholder’s shares of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Company Capital Stock under the DGCL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of the Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and which are held by a holder Shareholders who has not voted in favor shall have exercised dissenters’ rights or rights of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 the Act and who, as of the DGCL Effective Time, have not effectively withdrawn or lost such dissenters’ rights (collectively, the “Dissenting Shares”), shall not be converted into a or represent the right to receive any portion of the Merger Consideration Consideration, but instead the holders thereof shall only be entitled to payment such rights as are granted by the Act. All Dissenting Shares held by Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their dissenters’ rights shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time into or the occurrence of such event, the right to receive the applicable portion of the Merger Consideration in accordance to be paid with Section 2.03(a)respect thereto, without any interest thereon, upon surrender surrender, in the manner provided in Section 3.5(a), of the Certificates that formerly evidenced such Certificate formerly representing such shareshares. The Company shall provide give Parent prompt written notice of any written demands for appraisal or payment of the fair value of any Company Shares, withdrawals of such demands, and any other instruments served pursuant to the Act and received by the Company for appraisal of shares of Company Common StockCompany, any withdrawal of any such demand which demands, and any other demandactions, notice proceedings, investigations or instrument delivered claims arising therefrom, shall be subject to Article 10 hereof, including, without limitation, Section 10.4. The Company shall keep the Company prior Parent reasonably informed of material developments and events relating to the Effective Time pursuant to Section 262 of the DGCL that relates to any and all such demand, demands and related claims. The Parent shall have the opportunity and right at the Company’s expense to participate in all negotiations the defense and Proceedings with respect to settlement of such demands. Except with the prior written consent demands and claims, assisted by counsel of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsits own choosing.

Dissenting Shares. Notwithstanding Section 2.033.1(b) or anything to the contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal to, and who has properly exercised and perfected his, her or its demand for, appraisal rights for such shares in accordance with under Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into a or represent the right to receive the Merger Consideration Consideration, but instead the holders of such Dissenting Shares shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal, pursuant to appraisal and payment under Section 262 of the DGCL (whether occurring before, at or if after the Effective Time) or a court of competent jurisdiction shall determine determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall provide give Parent prompt written notice of any demands for appraisal of Company Common Stock received by the Company for appraisal Company, written withdrawals or attempted withdrawals of shares of Company Common Stock, any withdrawal of any such demand demands and any other demandinstruments, notice notices or instrument delivered to demands served on the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDGCL. The Company shall not, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with without the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL, or approve any withdrawal of any such demands or agree to do or commit to any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder (if any) who has not voted such shares in favor of the adoption of this Agreement and with respect to which appraisal shall have been duly demanded and perfected and not effectively withdrawn or consented thereto in writing, who is entitled lost prior to appraisal and who has properly exercised appraisal rights for such shares the Effective Time (“Dissenting Shares”) in accordance with Section 262 of the DGCL (or any successor provision) (the “Dissenters’ Rights Statute”) shall not be converted into a right to receive the Merger Equityholder Consideration but instead shall be entitled to payment of have the appraised value of such shares rights set forth in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDissenters’ Rights Statute (or any successor provision). If, after the Effective Time, such holder Stockholder fails to perfect, withdraws perfect or loses any such holder’s right to appraisalpayment, pursuant to Section 262 each such share 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, such shares of Company Common Stock Stockholder shall be treated as if they a share that had been converted as of the Effective Time into the right to receive the Merger Consideration applicable portion (if any) of the Equityholder Consideration, without interest, in accordance with this Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share2.1. The Company shall provide Parent give the Buyer (i) prompt written notice of any demands for the Company to purchase the Stockholder’s shares of Company Stock for cash received by the Company, withdrawals or attempted withdrawals of any such demands and any other notice given or instruments served relating to the exercise of appraisal or dissenters’ rights pursuant to the Dissenters’ Rights Statute and received by the Company for appraisal (each, a “Dissenters’ Claim”), including the name of each dissenting Stockholder and the number of shares of Company Common Stock, any withdrawal of any such demand Stock to which the dissent relates and any other demand, notice or instrument delivered (ii) to the Company prior to maximum extent permitted by Law, the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct and control all negotiations and Proceedings proceedings with respect to any such demands. Except with The Company shall not, without the prior written consent of Parentthe Buyer, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock issued and that are outstanding immediately prior to the Effective Time and held by a holder thereof who has shall not have voted in favor of adoption of to adopt this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised exercises and perfects appraisal rights for such shares in accordance with Section 262 of the DGCL shall (the “Dissenting Shares”) will not be converted as described in Section 3.1(c) but shall be converted into a the right to receive the Merger Consideration but instead shall such consideration as may be entitled determined to payment of the appraised value of such shares in accordance with be due pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, withdraws withdraw or loses such holder’s lose the right to appraisal, 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 appraisal and payment under the DGCL, the right of such holder to such appraisal of its shares of Company Capital Stock shall cease and such shares of Company Common Capital Stock shall be treated as if they had been deemed converted as of the Effective Time into the right to receive the Merger Consideration in accordance with shares of Parent Common Stock to which any such holder is entitled pursuant to Section 2.03(a3.1(c), without interest thereon, upon surrender any cash in lieu of fractional shares payable to any such Certificate formerly representing holder pursuant to Section 3.6(e) and any dividends or other distributions to which any such shareholder is entitled pursuant to Section 3.6(c). The Company shall provide give Parent (i) prompt written notice of any written demands for appraisal received by the Company for appraisal Company, withdrawals of shares of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time related instruments served pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have received by the Company and (ii) the opportunity and right to participate direct in compliance with all applicable Laws all negotiations and Proceedings proceedings with respect to demands for appraisals under the DGCL; provided, that any definitive actions taken by the Company at the direction of Parent in respect of any such demandsnegotiations and proceedings may be conditioned upon occurrence of the Effective Time. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (i) voluntarily make any payment with respect toto any demands for appraisal for Dissenting Shares, or (ii) offer to settle settle, or settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly and validly exercised statutory appraisal rights for such shares in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be (x) entitled to payment of the appraised value of such shares Dissenting Company Shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be and (y) canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate or Uncertificated Shares that formerly representing represented such shareshares in the manner provided in Section 2.04. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct, participate in and control all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal for such shares in accordance with the DGCL, if the DGCL provides for appraisal rights for such shares in accordance with Section 262 of the DGCL Merger ("Dissenting Shares"), shall not be converted into a right to receive the Per Share Cash Common Merger Consideration or Capital Stock Units (and cash in lieu of fractional shares of Capital Stock Units), but instead shall be entitled to payment of have the appraised value of such shares rights set forth in accordance with Section 262 of the DGCLDGCL (or any successor provision), following which unless such shares shall automatically be canceled and shall cease holder fails to exist; provided, however, that ifperfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, 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, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Consideration consideration, if any, to which the holder of such shares is entitled as provided in accordance with Section 2.03(a), 3.1 hereof without interest or dividends thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Buyer Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Buyer Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary in this Agreement, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder person who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights 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 but instead shall be entitled Consideration, unless such holder fails to payment of the appraised value of perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such shares holder does not have appraisal rights in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if. If, after the Effective TimeClosing, such holder fails to perfect, perfect or withdraws or loses such holder’s its right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine it is determined that such holder is does not entitled to the relief provided by Section 262 of the DGCLhave appraisal rights, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide Parent give Parent, NAH and Merger Sub prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandshares, and Parent Parent, NAH and Merger Sub shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands except 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, or settle or offer to settle or settle, any such demands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held owned by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, Company Stockholder who is entitled to appraisal demand and who has properly exercised demanded appraisal rights for such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares, "Dissenting Shares"), shall not be converted into a the right to receive the Merger Per Share Common Stock Consideration but or the Per Share Preferred Stock Consideration, as applicable, and shall instead shall be entitled represent the right to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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 extent provided by Section 262 of the DGCL. At the Effective Time, such shares of Company Common Stock (i) all Dissenting Shares shall be treated cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled to only such rights as if they had may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder's right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted converted, as of the Effective Time Time, into and shall be exchangeable solely for the right to receive the Merger Per Share Common Stock Consideration or the applicable Per Share Preferred Stock Consideration, as the case may be, in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharethis Article III. The Company shall provide Parent give Acquiror prompt written notice (and in any event within one (1) Business Day) of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the Effective Time pursuant to Section 262 fair value of the DGCL that relates to such demandDissenting Shares, and Parent Acquiror shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentAcquiror, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or settlecompromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, if required by Delaware Law, but only to the extent required thereby, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor holders of adoption such shares of this Agreement or consented thereto in writingCompany Capital Stock, who is entitled to appraisal and who has have properly exercised appraisal rights for such shares with respect thereto in accordance with Section 262 of Delaware Law (the DGCL “Dissenting Shares”), shall not be converted into a exchangeable for the right to receive the Merger Consideration but instead consideration issuable pursuant to Section 2.5(c), and holders of such shares of Company Capital Stock shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock in accordance with Section 262 the provisions of the DGCLDelaware Law, following which unless and until such shares shall automatically be canceled holders fail to perfect or effectively withdraw or lose their rights to appraisal and shall cease to exist; provided, however, that ifpayment under Delaware Law. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, 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 DGCLright, such shares of Company Common Capital Stock shall thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration consideration issuable pursuant to Section 2.5(c), in accordance with Section 2.03(a)and subject to the provisions of this Agreement, without any interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent (1) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (2) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemand.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company ECX Common Stock issued and which are outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled with respect to appraisal and who has properly exercised which appraisal rights for such shares shall have been properly demanded in accordance with Section 262 of the DGCL ("ECX Dissenting Shares") shall not be converted into a the right to receive receive, or be exchangeable for, any merger consideration set forth in Section 2.4 above but, instead, the Merger Consideration but instead holders thereof shall be entitled to payment of the appraised value of such shares ECX Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if(i) if any holder of ECX Dissenting Shares shall subsequently deliver a written withdrawal of his demand for appraisal of such shares, after the Effective Time, such or (ii) if any holder fails to perfect, withdraws or loses such holder’s right establish his entitlement to appraisal, 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 appraisal rights as provided by in Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company ECX Common Stock and each of such shares shall thereupon be treated as if they had deemed to have been converted into a right to receive the applicable merger consideration set forth in Section 2.4 above as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareTime. The Company ECX shall provide Parent give iPayment prompt written notice of any demands for appraisal received by the Company for appraisal ECX, withdrawals of shares of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandand received by ECX, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except ECX shall not, except with the prior written consent of ParentiPayment, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Shares”) shall not be converted into a right to receive the Per Share Merger Consideration but instead instead, at the Effective Time, such shares shall automatically be canceled and shall cease to exist and shall be entitled converted into a right to receive payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if such holder withdraws its demand for appraisal, fails to perfect, withdraws perfect or loses such holder’s right to appraisal, appraisal 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, such shares of Company Common Stock shall be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.08 and less any amounts previously paid to such holder pursuant to Section 262(h) of the DGCL), in accordance with Section 2.03(a), without interest thereon2.04, upon surrender of such Certificate formerly representing such shareshare of Company Common Stock. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or notice, instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations negotiations, offers, settlements and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.01, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the "DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration but instead shall be entitled Consideration, unless such holder fails to payment of the appraised value of such shares in accordance with Section 262 of the DGCLperfect, following which such shares shall automatically be canceled and shall cease withdraws or otherwise loses its right to exist; provided, however, that ifappraisal. If, after the Effective Time, any such holder fails to perfect, withdraws or loses such holder’s its right to appraisal, 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, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, neither the Company nor the Surviving Corporation shall not make any payment with respect to, or settle or offer to settle or settle, any such demands. The Exchange Agent shall withhold the Merger Consideration for each Dissenting Share and, upon demand, shall promptly return to Parent LLC the Merger Consideration made available to the Exchange Agent by Parent LLC pursuant to Section 2.05(a) to pay for Shares for which appraisal rights have been perfected. The amount any holder of Class A Common Stock is entitled to receive in an appraisal proceeding is set forth in Section 6.6 of each holder's 2000 Stock Purchase Agreement.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of ----------------- this Agreement to the contrary, shares of Company Common Stock issued and 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 adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the "Dissenting Shares") ----------------- shall not be converted into a or represent the right to receive the Merger Consideration but Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with Section 262 the provisions of the DGCL, following which such shares except that all Dissenting Shares held by stockholders who shall automatically be canceled and have failed to perfect or who effectively shall cease have withdrawn or lost their rights to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 appraisal 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, such shares of Company Common Stock under the DGCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable, as of the Effective Time into Time, for the right to receive receive, without any interest thereon, the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender in the manner provided in Section 2.7 of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal . The Company shall give Parent (i) prompt notice of any such demand and any other demand, notice or instrument delivered to demands for appraisal of Shares received by the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any 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, or settle, offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.2, to the extent (if at all) that holders of Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised and perfected his or her demand for appraisal rights for such shares in accordance with under Section 262 of the DGCL (the "Dissenting Shares"), shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of Dissenting Shares shall be entitled to payment of receive from the appraised value of Company such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws perfect or loses such holder’s shall effectively withdraw or lose his or her right to appraisal, 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 appraisal and payment under the DGCL, such holder's shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Price, without any interest thereon, upon surrender of or Parent Shares or a combination thereof, as determined by Parent in its sole discretion, and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall provide give Parent (i) prompt written notice of any notices or demands for appraisal or payment for shares of Common Stock received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any such demandsdemands or notices. Except with The Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, offer to settle or settle, otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who has properly exercised appraisal rights for such shares complies in accordance with all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 2.1(b), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Company of the “fair value” of such Appraisal Shares in accordance with Section 2.03(a262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Section 2.1(b), without interest thereon, upon surrender of such Certificate formerly representing such shareinterest. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company Parent (which consent shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL NRS (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Common Stock under 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 DGCLNRS, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that more than 35% of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.032.06 or any other provisions of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who (i) is entitled to appraisal, (ii) has not voted in favor of adoption of this Agreement or the Merger or consented thereto in writing, who to the extent approval by the stockholders is entitled to appraisal required under the MBCA and who (iii) has properly exercised appraisal rights for such shares in accordance with Section 262 Part 13 of the DGCL MBCA shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised fair value of such shares in accordance with Section 262 Part 13 of the DGCL, following which such shares shall automatically be canceled and shall cease to existMBCA; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 Part 13 of the DGCL MBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 Part 13 of the DGCLMBCA, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.06(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Part 13 of the DGCL MBCA that relates relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03‎Section 3.02, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Shares in accordance accordance, and who complies in all respects, with Section 262 of with Delaware Law (such Shares, the DGCL “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration but Consideration, and shall instead shall be entitled represent the right to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with with, and to the extent provided by, Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDelaware Law. If, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s the right to appraisal, pursuant to Section 262 then the right of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to be paid the relief provided by Section 262 fair value of the DGCL, such shares of Company Common Stock Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into and shall be exchangeable solely for the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender and less any withholding of such Certificate formerly representing such shareTaxes required by Applicable Law. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Shares and any other demandattempted withdrawals of such demands, notice or instrument delivered and Parent, at its expense, shall have the right to direct all negotiations and proceedings with respect to such demands so long as Parent does not create obligations for the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demandsTime. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of the DGCL or if a court such Stockholder’s shares of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Company Capital Stock under the DGCL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.032.6 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to existDissenting Shares; provided, however, that if, after the Effective Time, such holder fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, appraisal 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, such shares of Company Common Stock 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 the right to receive the Merger Consideration in accordance with Section 2.03(a)2.6.1, without interest thereon, upon surrender of such any Certificate formerly representing such shareShares. The Company shall provide Parent and US HoldCo prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, and Parent and US HoldCo shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentParent and US HoldCo, the Company shall not make any payment with respect to, or offer to settle or settle, or otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding Section 2.033.02, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Shares in accordance accordance, and who complies in all respects, with Section 262 of with Delaware Law (such Shares, the DGCL “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration but Consideration, and shall instead shall be entitled represent the right to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with with, and to the extent provided by, Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDelaware Law. If, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s the right to appraisal, pursuant to Section 262 then the right of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to be paid the relief provided by Section 262 fair value of the DGCL, such shares of Company Common Stock Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into and shall be exchangeable solely for the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender and less any withholding of such Certificate formerly representing such shareTaxes required by Applicable Law. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Shares and any other demandattempted withdrawals of such demands, notice or instrument delivered and Parent, at its expense, shall have the right to direct all negotiations and proceedings with respect to such demands so long as Parent does not create obligations for the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demandsTime. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time and held owned by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, Company Stockholder who is entitled to appraisal demand and who has properly exercised demanded appraisal rights for such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares”), shall not be converted into a the right to receive the Merger Per Share Stock Consideration but or the Per Share Cash Consideration, as applicable, and shall instead shall be entitled represent the right to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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 extent provided by Section 262 of the DGCL. At the First Effective Time, such shares of Company Common Stock (i) all Dissenting Shares shall be treated cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled to only such rights as if they had may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted converted, as of the First Effective Time Time, into and shall be exchangeable solely for the right to receive the Merger Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, as the case may be, in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharethis Article III. The Company shall provide Parent give Acquiror prompt written notice (and in any event within two (2) Business Days) of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the Effective Time pursuant to Section 262 fair value of the DGCL that relates to such demandDissenting Shares, and Parent Acquiror shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the First Effective Time, the Company shall not, except with the prior written consent of ParentAcquiror, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or settlecompromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, shares of Company Common Stock issued and 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 adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the "Dissenting Shares") shall not be converted into a or represent the right to receive the Merger Consideration but Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with Section 262 the provisions of the DGCL, following which such shares except that all Dissenting Shares held by stockholders who shall automatically be canceled and have failed to perfect or who effectively shall cease have withdrawn or lost their rights to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 appraisal 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, such shares of Company Common Stock under the DGCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable, as of the Effective Time into Time, for the right to receive receive, without any interest thereon, the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender in the manner provided in Section 2.7 of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal . The Company shall give Parent (i) prompt notice of any such demand and any other demand, notice or instrument delivered to demands for appraisal of Shares received by the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any 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, or settle, offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision in this Agreement to the contrary, shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised appraisal rights demanded payment for such shares in accordance with Section 262 60.551 et seq of the DGCL OBCA (“Dissenting Shares”) shall not be converted into a the right to receive the applicable portion of the Merger Consideration but Consideration. Holders of such Dissenting Shares shall instead shall be entitled to payment of the appraised value of receive payments for such shares Dissenting Shares as may be determined in accordance with Section 262 60.577 of the DGCLOBCA, following which such shares shall automatically be canceled and shall cease to exist; provided, however, except that if, after the Effective Time, any such holder fails to perfect, withdraws or loses such holder’s the right to appraisal, 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, such shares of Company Common Stock holder’s Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the applicable portion of the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal and withdrawals of any such demand demands, and any other demand, notice or instrument communications delivered to the Company prior to the Effective Time pursuant to or in connection with Section 262 60.551 et seq of the DGCL that relates to such demandOBCA, and Parent shall have the opportunity and exclusive right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands (including settlement offers). Except with the prior written consent of Parent, LEGAL_US_W # 81125885.11 the Company shall not settle or offer to settle, nor (unless required pursuant to a Judgment) make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, shares of Company Common Stock issued Services Shares and Advisers Shares that are outstanding immediately prior to the relevant Effective Time and which are held by a holder shareholders who has shall have not voted in favor of adoption of this Agreement the relevant Merger or consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares in accordance with Section 262 of the DGCL DCL (collectively, the "Dissenting Shares") shall not be converted into a or represent the right to receive the Merger Consideration but instead shares of Parent Common Stock. Such shareholders shall be entitled to receive payment in cash of the appraised value of such shares Services Shares and Advisers Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Services Shares or Advisers Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the applicable Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into for the right to receive Parent Common Stock upon surrender, in the Merger Consideration manner provided in accordance with Section 2.03(a)3.02, without interest thereon, upon surrender of such the Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Certificates that immediately prior to the Effective Time evidenced such Services Shares and/or Advisers Shares. Each Company shall give Parent (i) prompt notice of any written demand for appraisal received by either Company pursuant to Section 262 the applicable provisions of the DGCL that relates to such demand, DCL and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Neither Company shall, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, to any such demands or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who has not voted in favor shall have complied with the provisions of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into a the right to receive the Merger Consideration but instead Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, following which unless and until the applicable holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such shares shall automatically be canceled and shall cease holder's rights to exist; provided, however, that ifreceive payment of the fair value of such holder's Shares under Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to comply with the provisions of Section 262 of the DGCL or if a court of competent jurisdiction shall determine that effectively withdraws or loses such holder is not entitled to the relief provided by Section 262 of the DGCLright, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered Notwithstanding anything to the Company contrary contained in this Section 3.3, if this Agreement is terminated prior to the Effective Time Time, then the right of any holder of Shares to be paid the fair value of such holder's Dissenting Shares pursuant to Section 262 of the DGCL that relates to such demandshall cease. The Company shall give Parent notice of any written demands for appraisal of Shares received by the Company under Section 262 of the DGCL, and shall give Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.of

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company ReGen Common Stock issued and outstanding immediately prior to the Effective Time and ReGen Preferred Stock that are held by a holder stockholders who has not voted in favor of adoption of this Agreement or consented thereto in writinghave dissented from the Merger and perfected their appraisal rights, who is entitled to appraisal if permitted by, and who has properly exercised appraisal rights for such shares in accordance with with, the provisions of Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into a or be exchangeable for the right to receive any Aros Issuable Stock, but the Merger Consideration but instead holders thereof shall be entitled to payment from the Surviving Corporation of the appraised value “fair value” of such shares as provided in accordance with Section 1.03(b) herein; provided, however, that if any such holder shall have failed to perfect such appraisal rights or shall have effectively withdrawn or lost such rights pursuant to Section 262 of the DGCL, following which then such holder shall be entitled to have such holder’s shares shall automatically be canceled and shall cease to exist; providedof ReGen Exchangeable Stock converted into, however, that if, after at the Effective Time, such shares of Aros Issuable Stock in accordance herewith. If any holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court shares of competent jurisdiction ReGen Exchangeable Stock shall determine that such holder is not be entitled to the relief be paid such appraised “fair value” of such Dissenting Shares as provided by in Section 262 of the DGCL, such shares of Company Common Stock ReGen shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written give Aros notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand thereof and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent Aros shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demands. Except ReGen shall not, except with the prior written consent of ParentAros, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demandsdemand for payment.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to ------------------ the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Company Common Stock in accordance with the requirements of Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into a the right to receive the Merger Consideration but instead and the holders thereof shall be entitled to payment of the appraised value of only such shares in accordance with Section 262 of rights as are granted by the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, unless such holder fails to perfect, withdraws or otherwise loses such holder’s the right to appraisal, 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 of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, as set forth in accordance with Section 2.03(a)3.1, without any interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written ----------- notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal withdrawals of any such demand demands, and any other demand, notice instruments or instrument delivered documents served pursuant to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandand received by Company, and Company shall give Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL, will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. Notwithstanding Section 2.03, shares any provision of Company Common Stock issued and outstanding immediately prior this ----------------- Agreement to the Effective Time and held by a holder who has not voted in favor contrary, if the stockholders of adoption of this Agreement or consented thereto in writing, who is Autoweb are entitled to appraisal and who has properly exercised rights under Delaware Law, then shares of the Autoweb Common Stock with respect to which appraisal rights for such shares have been demanded and perfected in accordance with Section 262 262(d) of Delaware Law (the DGCL "Dissenting Shares") shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration at or after the Effective Time, and the holder thereof shall be entitled only to such rights as are granted by Delaware Law. Notwithstanding the preceding sentence, if any holder of shares of the Autoweb Common Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw his demand for such appraisal (in accordance with Section 2.03(a)262(k) of Delaware Law) or becomes ineligible for such appraisal (through failure to perfect or otherwise) then, without interest thereon, upon surrender as of the Effective Time or the occurrence of such Certificate formerly representing event, whichever is the last to occur, such shareholder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration as provided in this Section 1.6. The Company Autoweb shall provide Parent give Autobytel (i) ----------- prompt written notice of any written demands received by the Company for appraisal, withdrawals of demands for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time served pursuant to Section 262 of the DGCL that relates to such demand, Delaware Law received by Autoweb and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to demands for appraisal under such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsSection.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised and perfected his or her demand for appraisal rights for such shares in accordance with under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of such Dissenting Shares shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfectperfect or shall have effectively waived, withdraws withdrawn or loses such holder’s lost his or her right to appraisal, 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 appraisal and payment under the DGCL, such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall provide Parent serve prompt written notice to Parent of any demands received by the Company for appraisal appraisal, withdrawals of shares of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Section 262 of the DGCL that relates to such demandreceived by the Company in respect of any shares of Company Common Stock, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsthe exercise of appraisal rights under Section 262 of the DGCL. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle or settlewaive any failure to timely deliver a written demand with respect to, any such demandsexercise of appraisal rights, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03(i) To the extent that the availability of appraisal rights are mandated under New York Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has Shares that have not been voted in favor of for adoption of this Agreement or consented thereto in writing, who is entitled the Merger and with respect to appraisal and who has properly exercised which appraisal rights for such shares have been properly demanded in accordance with Section 262 of New York Law (the DGCL "Dissenting Shares") shall not be converted into a right pursuant to receive this Article 2 or transferred to the Merger Consideration but instead shall be entitled to payment of Escrow Agent at or after the appraised value Effective Time unless and until the holder of such shares in accordance with Section 262 becomes ineligible for such appraisal rights. If a holder of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to Dissenting Shares becomes ineligible for appraisal, 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 DGCLthen, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into or the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender occurrence of such Certificate formerly representing event, whichever later occurs, such shareholder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted pursuant to this Article 2 (subject to all of the rights and obligations of the Shareholders hereunder). The Company shall provide immediately give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, assertion and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demandsdemand for payment. Holders of Dissenting Shares shall have those rights, but only those rights, of holders of "dissenting shares" under Sections 623 and 910 et seq. of the New York Law, and payment for Dissenting Shares shall only be made as required by New York Law.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Shares or Nonvoting Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has demanded properly exercised in writing appraisal rights for such shares Shares or Nonvoting Common Shares in accordance with Section 262 of the DGCL GCL, if such Section 262 provides for appraisal rights for such Shares or Nonvoting Common Shares in the Merger ("Dissenting Shares"), shall not be converted into a or represent the right to receive the applicable Merger Consideration but instead shall be entitled as provided in Section 2.07, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment of under the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifGCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the applicable Merger Consideration in accordance with Section 2.03(a)to which such holder is entitled, without any interest or dividends thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares Shares or Nonvoting Common Shares, withdrawals of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered instruments served pursuant to the Company GCL and, prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the GCL. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder stockholder who has not voted in favor of the adoption of this Agreement or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised appraisal demanded and perfected their rights for to be paid the fair value of such shares Shares in accordance with Section 262 of the DGCL ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration but instead unless such stockholder fails to perfect or waives, withdraws or otherwise loses his or her right to appraisal under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such shares Shares held by him or her in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifunless, after the Effective Time, such holder fails to perfectperfect or waives, withdraws or loses such holder’s his or her right to appraisal, 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 appraisal under Section 262 of the DGCL, in which case such shares of Company Common Stock Shares shall be treated as if they Shares that had been converted as of the Effective Time into only the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, less any required withholding of taxes, without interest thereon, upon surrender of such Certificate formerly representing such sharein accordance with Section 3.1. The Company shall provide give Parent (i) prompt written notice of any notices of dissent, 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 for relating to rights of appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemands for appraisal, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL NRS (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Preferred Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under 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 DGCLNRS, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Preferred Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03To the extent required by Law and notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and that are held by a holder Person who has shall not have voted in favor of adoption of to adopt this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised exercises and perfects appraisal rights for such shares Shares in accordance with Section 262 of the DGCL shall (the “Dissenting Shares”) will not be converted into a right to receive the applicable Merger Consideration as described in Section 1.5, but instead shall be entitled converted into the right to payment of the appraised value of receive such shares in accordance with consideration as may be determined to be due pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, withdraws withdraw or loses such holder’s lose the right to appraisal, 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 appraisal and payment under the DGCL, the right of such shares holder to such appraisal of Company Common Stock its Dissenting Shares shall cease and such Shares shall be treated as if they had been deemed canceled and converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share1.5. The Company shall provide give Parent (a) prompt written notice of any written demands for appraisal received by the Company for appraisal Company, withdrawals of shares of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time related instruments served pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have received by the Company and (b) the opportunity and right to participate direct in compliance with all applicable Laws all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisals under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (i) voluntarily make any payment with respect toto any demands for appraisal for Dissenting Shares, or (ii) offer to settle settle, or settle, any such demands., (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and that is held by a holder an Equity Holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is was entitled to appraisal and who has properly exercised validly demanded appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Per Share Common Consideration plus any amounts payable pursuant to Section 2.12 and Section 8.5 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 but instead shall be converted into the right to receive payment 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 right, each share of Common Stock held by such holder shall be converted into the right to receive the Per Share Common Consideration plus any amounts payable pursuant to Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share2.12 and Section 8.5. The Company shall provide give prompt notice to Parent prompt written notice of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, offer to settle or settle, or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL UCS (“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder’s shares of Company Capital Stock under 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 DGCLNRS, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3.1 hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the ----------------- contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Shares in accordance with Section 262 of the DGCL, following which if such shares Section 262 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall automatically not be canceled converted into the right to receive the Merger Consideration as provided in Section 2.1(c) and instead such holder of Dissenting Shares shall cease be entitled to exist; provided, however, that ifreceive payment of the appraised value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, if any, to which such holder is entitled, without interest or dividends thereon, upon the surrender in the manner provided in Section 2.3 of such Certificate the certificate(s) which formerly representing such sharerepresented Shares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares and, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a with respect to which the holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who thereof has properly exercised demanded appraisal rights for such shares in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the DGCL “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration applicable consideration for Company Capital Stock set forth in Section 1.6(b)(i) but instead the holder thereof shall only be entitled to payment such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.6(b)(ii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the appraised value later of the Effective Time and the occurrence of such shares in accordance with Section 262 of the DGCLevent, following which such holder’s shares shall automatically be canceled converted into and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent only the right to receive receive, upon the Merger Consideration terms set forth in accordance with this Section 2.03(a1.6 and throughout this Agreement (including the indemnification and escrow provisions of this Agreement), the consideration for Company Capital Stock set forth in Section 1.6(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent (A) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to Section 262 applicable provisions of the DGCL that relates to such demand, Delaware Law and Parent shall have (B) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any such demands or offer to settle or settle, settle any such demands. Any communication to be made by the Company to any Stockholder with respect to such demands shall be submitted to Parent in advance and, to the extent reasonably practicable, shall not be presented to any Stockholder prior to the Company receiving Parent’s written consent.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary herein, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal to, and who has properly exercised and perfected his, her or its demand for, appraisal rights for such shares in accordance compliance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of such Dissenting Shares shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as may be determined to be due to such holder pursuant to Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails to perfect, withdraws perfect or shall have effectively withdrawn or loses such holder’s right to appraisal, pursuant to appraisal and payment under Section 262 of the DGCL (whether occurring before, at or if a court of competent jurisdiction shall determine that such holder is not entitled to after the relief provided by Section 262 of the DGCLEffective Time), such hxxxxx’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without any interest thereon and less any required tax withholdings as provided in Section 3.2(g), in accordance with Section 2.03(a3.1(b), without interest thereon, upon surrender of and such Certificate formerly representing such shareshares shall not be deemed to be Dissenting Shares. The Company shall provide give Parent (a) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time filed pursuant to Section 262 of the DGCL that relates received by the Company, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to such demandSection 262 of the DGCL and received by the Company, and Parent shall have (b) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands made pursuant to Section 262 of the DGCL. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, the Company shall not conditioned or delayed), (i) make any payment with respect toto any such demand, or (ii) offer to settle or settle, settle any such demandsdemand or (iii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of such shares of Company Common Stock who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has have properly exercised appraisal rights for such shares with respect thereto (the "Dissenting Shares") in accordance with Section 262 of the DGCL Delaware General Corporation Law ("DGCL") shall not be converted into a or exchangeable for the right to receive the Per Share Merger Consideration but instead Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, following which unless and until the applicable holder fails to perfect or effectively withdraws or otherwise loses such shares shall automatically be canceled and shall cease holder's rights to exist; provided, however, that ifappraisal under the DGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, 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 DGCLright, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Per Share Merger Consideration, without any interest thereon. Any payment with respect to any such demand under this Section 3.6 shall be paid first from the applicable Per Share Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of to which such Certificate formerly representing such shareperson is entitled. The Company shall provide give Parent prompt written notice of any written demands received by the Company for appraisal appraisals of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDissenting Shares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisals or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.032.02 or any other provision of this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time (other than Shares canceled in accordance with Section 2.02(a)) and held by a holder who has did not voted vote in favor of the adoption of this Agreement or consented the Merger (or consent thereto in writing, ) and who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL and who has properly exercised appraisal rights for such shares in accordance otherwise complied with all applicable provisions of Section 262 of the DGCL shall not be converted into a the right to receive the Merger Consideration Consideration, but instead shall be entitled only to payment of the appraised value of such shares in accordance with rights as a granted by Section 262 of the DGCL, following which unless such shares shall automatically be canceled and shall cease holder fails to exist; providedperfect, howeverwaives, that ifwithdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. If, either before or after the Effective Time, such holder fails to perfect, waives, withdraws or otherwise loses such holder’s the right to appraisal, pursuant to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief appraisal provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted pursuant to Section 2.02(a) as of the Effective Time into into, and shall represent only, the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, 2.03 upon surrender of such Certificate formerly representing such shareShare or transfer of such Book-Entry Share, as the case may be. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any waiver or withdrawal of any such demand demand, and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to 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, or offer to settle or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any other provisions of this Agreement to the contrary, to the extent Section 2.03262 of the DGCL applies to the Merger, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into a or represent the right to receive the Merger Consideration but Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares Shares held by them in accordance with the provisions of such Section 262, except that all 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, as of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into for the right to receive receive, without any interest thereon, the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender in the manner provided in Section 2.8, of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such Certificate formerly representing such shareShares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to 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, or settle or offer to settle or settle, any such demands. Any amounts paid to a stockholder 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. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.8, shares of capital stock of the Company Common Stock 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 adoption of this Agreement or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised appraisal rights for 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 the Merger Consideration any consideration or rights under this Agreement, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration set forth in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharethis Agreement. The Company shall provide Parent Holdings prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockcapital stock of the Company, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent Holdings shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentHoldings, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders of the Company who has not voted in favor have demanded and perfected their demands for appraisal of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (each such stockholder, a "Dissenting Stockholder") shall not be converted into a or represent the right to receive the Merger Consideration as described in Section 2.1(a), but instead shall shall, by virtue of the Merger, be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails stockholder shall have failed to perfect, withdraws perfect or loses shall have effectively withdrawn or lost such holder’s stockholder's right to appraisal, 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 appraisal and payment under the DGCL, such stockholder's shares of Company Common Capital Stock shall be treated as if they had deemed to have been converted as of at the Effective Time into the right to receive the Merger Consideration as described in accordance with Section 2.03(a2.1(a), without any interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any all demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsall Dissenting Stockholders. Except Neither the Company nor the Surviving Corporation shall, except with the prior written consent of Parent, the Company which consent shall not be unreasonably withheld or delayed, voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demandsdemand for payment from any Dissenting Stockholder.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal demand and who has properly exercised appraisal demanded dissenters' rights 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 but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such shareConsideration. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to At the Effective Time pursuant Time, holders of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under Section 262 of the DGCL. All Dissenting Shares held by Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights under such Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive the cash amount provided for in Section 2.5(a), as of the Effective Time, without any interest thereon, upon surrender, in the manner provided in Section 2.10, of the Certificate or Certificates that relates formerly evidenced such Dissenting Shares. The Company shall (a) serve prompt notice to Parent of any demands under such demand, Section 262 of the DGCL and attempted withdrawals of such notices or demands and (b) give Parent shall have the opportunity and right to participate in and direct all negotiations negotiations, petitions and Proceedings proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands., or agree to do any of the foregoing. ArticleV

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, DGCL following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, 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, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.08) in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands or threatened demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, no issued and outstanding share of CFN Stock held by a stockholder of CFN who objects to the Merger and complies with all of the provisions of the DGCL and GBCC concerning the right of holders of CFN Stock to dissent from the Merger and require appraisal of his shares of Company Common CFN Stock ("Dissenting Stockholders") shall be canceled as described in Section 4.1(b), but shall instead become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL and GBCC; provided, however, that each share of CFN Stock issued and --------- ------- outstanding immediately prior to the Effective Time of the Merger and held by a holder Dissenting Stockholder ("Dissenting Shares") who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifshall, after the Effective TimeTime of the Merger, such holder fails to perfect, withdraws withdraw his demand for appraisal or loses such holder’s lose his right to of appraisal, in either case 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 DGCLand GBCC, such shares of Company Common Stock shall be treated as if they had been converted deemed to be canceled as of the Effective Time into of the right to Merger, and such CFN shareholder shall receive the Merger Consideration such shares of Parent Stock, all as set forth in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share4.1 hereof. The Company CFN shall provide give Parent prompt written notice of any written demands received by the Company for appraisal of shares of Company Common CFN Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to any such demands. Except with CFN shall not, without the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle, or offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the ----------------- contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised appraisal rights demanded payment for such shares in accordance with Section 262 Sections 1571 to 1580 of the DGCL PBCL, if such Sections provide for dissenters' rights for such Company Shares in the Merger ("Dissenting Shares"), shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled as provided in Section 3.1, unless and until such holder fails to perfect or withdraws or otherwise loses his or her right to dissent and demand payment of under the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifPBCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisaldemand payment, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction then such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, if any, to which such holder is entitled, without interest or dividends thereon, upon surrender of and such Certificate formerly representing such shareCompany Shares shall no longer be Dissenting Shares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal payment of shares of Company Common StockDissenting Shares and, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares shall not be converted into the right to receive the applicable Per Share Aggregate Consideration but shall become the right to receive such consideration as may be determined to be due the applicable Dissenting Stockholder pursuant to NRS 92A.300 through 92A.500 and the amounts otherwise payable to the Dissenting Stockholder pursuant to Section 2.032.6(a) or (b), shares as applicable, and Section 2.9 instead shall be retained by Parent; provided, that each share of Company Common Preferred Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDissenting Stockholder who, after the Effective Time, withdraws such holder Dissenting Stockholder’s demand or fails to perfect, withdraws perfect or otherwise loses such holder’s his right to of appraisal, 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 DGCLNRS 92A.300 through 92A.500, such shares of Company Common Stock shall be treated as if they had been deemed to be converted as of the Effective Time into the right to receive the Merger applicable Per Share Aggregate Consideration for each such share of Company Preferred Stock, without interest, payable in accordance with the provisions of Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share2.9. The Company shall provide give Parent prompt written notice of any demands assertion or demand received by the Company for appraisal of shares any Company Shares. The Company shall keep Parent informed on a prompt basis of Company Common Stockall discussions, any withdrawal of any such demand negotiations and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates proceedings with respect to such demandassertions and demands, and Parent shall have the opportunity and right to participate in all such discussions, negotiations and Proceedings with respect to such demandsproceedings. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.