Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings with respect to such demands. The Company will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who otherwise complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(a), and will shall instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its his right to appraisal under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to be Shares that have been converted, converted as of the Effective TimeTime into, into and will be to have become exchangeable solely for for, the right to receive the Merger Consideration and shall no longer be Dissenting SharesPer Share Amount as provided in Section 2.1(a), without interest. The Company will shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company relating to Company stockholders’ rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will have (ii) the right opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisal, or settle or compromise or offer to settle or compromise, settle any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 1300 of the DGCL CGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by Section 262 CGCL. Dissenting Shares shall be treated in accordance with Chapter 13 of the DGCLCGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.2, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of with the DGCL (such Shares, the “Dissenting Shares”) will GCL shall not be converted into the a right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any Stock Price unless such holder fails to perfect or withdraws or otherwise waives, loses his right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his, her or its his right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive the Merger Consideration and shall no longer be Dissenting SharesStock Price. The Company will shall give Parent Purchaser prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will Purchaser shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of ParentPurchaser, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands. Purchaser shall be responsible for any and all payments required to be made with respect to Shares for which the holder thereof has perfected (and not withdrawn) his dissenter's rights, or approve any withdrawal as well as the costs and expenses of any such demandsall proceedings relating to the adjudication and/or settlement thereof, or agree subject to do any Purchaser's right to enforce the closing condition set forth in Section 8.2(e) hereof with respect to the maximum permissible number of Shares which may be the foregoingsubject of perfected appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who is entitled to demand and has properly demanded stockholders exercising appraisal for such Shares in accordance with, and who complies in all respects with, rights available under Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and will instead represent until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the right to receive only the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses his, her or its lost such right to appraisal under Section 262 of the DGCLappraisal, then such holder’s Shares shall thereupon be converted into and become exchangeable only for the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shareswithout any interest thereon. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value value” of Dissenting Shares, as provided in Section 262 of the DGCL and Parent will have (b) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or compromise, settle any such demands, demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 1300 of the DGCL CGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to receive only appraisal under the payment provided by Section 262 CGCL. Dissenting Shares shall be treated in accordance with Chapter 13 of the DGCLCGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares 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 is entitled to demand and has have properly demanded exercised appraisal for such Shares rights with respect thereto in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will , shall not be converted into or exchangeable for the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until the applicable holder fails to perfect or effectively withdraws or otherwise loses such holder's rights to appraisal under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If without any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesinterest thereon. The Company will shall give Parent prompt notice of any written demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value appraisals of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any demands for appraisals or offer to settle or compromise, settle any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a) (less any payments made by the Surviving Corporation with respect to such Shares before entry of judgment in accordance with Section 262(h) of the DGCL). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make or offer to make any payment with respect to, compromise or settle or offer to compromise or offer to settle settle, or compromise, otherwise negotiate any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to has not voted in favor of the Merger and who has delivered a written demand and has properly demanded for appraisal for of such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 1.2 hereof, unless and will instead represent the until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder shall be entitled to receive only payment of the payment appraised value of such Shares in accordance with the provisions of the DGCL, provided by that such holder complies with the provisions of Section 262 of the DGCL. If If, after the Effective Time, any such holder fails to perfect or otherwise waives, effectively withdraws or otherwise loses his, her or its such holder's right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesConsideration, without interest thereon. The Company will shall give Parent Merger Sub prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesEffective Time, and Parent will Merger Sub shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with the prior written consent of ParentMerger Sub, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 shall have complied with the provisions of the DGCL Dissenters’ Rights Statutes (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the applicable Merger Consideration, and will instead represent the right holders of such Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of the DGCLfair value of such Dissenting Shares in accordance with the provisions of the Dissenters’ Rights Statutes, unless and until the applicable holder fails to comply with such provisions or effectively withdraws or otherwise loses such holder’s rights to receive payment of the fair value of such holder’s Shares under such provisions. If If, after the Effective Time, any such holder fails to perfect comply with the provisions of the Dissenters’ Rights Statutes or otherwise waives, effectively withdraws or loses hissuch right, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, as of converted at the Effective Time, Time into and will be exchangeable solely for the right to receive the applicable Merger Consideration and shall no longer be Dissenting SharesConsideration. The Company will shall give Parent prompt notice of any written demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and notices or communications, received by the Company under or relating to rights to be paid the fair value of Dissenting SharesDissenters’ Rights Statutes, and shall give Parent will have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demands, notices and communications. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any such demands for appraisal or offer to settle or compromise, settle any such demands. The Company shall comply in all respects with, or approve and reasonably cooperate with Parent and Purchaser regarding, any withdrawal of any such demands, or agree matters relating to do any of the foregoingDissenters’ Rights Statutes.

Dissenting Shares. Notwithstanding anything in Any provision of this Agreement to the contrarycontrary notwithstanding, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to demand and has properly demanded appraisal for holders of such Shares who have (a) not voted in favor of the adoption of this Agreement or consented thereto in writing and (b) properly exercised appraisal rights with respect thereto in accordance with, and who complies in all respects otherwise complied with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right Consideration pursuant to Section 2.8(b). Holders of Dissenting Shares shall be entitled only to receive only the payment provided by Section 262 of the DGCL. If fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such holder fails to perfect or otherwise waives, effectively withdraws or loses his, her or its right rights to appraisal and payment under Section 262 of the DGCL. If, then after the right of Effective Time, any such holder fails to receive perfect or effectively withdraws or loses such payment in respect of right, such Dissenting Shares will shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.8(b), and such Dissenting Shares will shall be deemed to have been convertedconverted into, as of at the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration as provided for in Section 2.8(b). At the Effective Time, the Dissenting Shares shall be automatically canceled and shall no longer be cease to exist and any holder of Dissenting SharesShares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company will shall give Parent (i) prompt notice of any demands received by the Company for appraisal appraisals of Shares, attempted withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company relating to rights to be paid and (ii) the fair value of Dissenting Shares, and Parent will have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such notices and demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, to any demands for appraisal or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares Xxxxxx issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has who properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with this ARTICLE II, without interest. The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct control all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of of, any such demands, or agree to do any of the foregoing. Any portion of the Exchange Fund paid to the Exchange Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything in Section 2.05 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand appraisal and who has properly demanded exercised appraisal rights for such Shares shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; 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 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 ConsiderationConsideration in accordance with Section 2.05(a), and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waiveswithout interest thereon, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right upon surrender of such holder to receive Certificate formerly representing such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will give shall provide Parent prompt written notice of any demands received by the Company for appraisal of Shares, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL and received by the Company relating that relate to rights to be paid the fair value of Dissenting Sharessuch demand, and Parent will shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except Except with the prior written consent of ParentParent or if required by Applicable Law, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior except to the Effective Time and held extent otherwise required by a holder who is entitled to demand and has properly demanded appraisal for such applicable Laws, any Dissenting Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by fair value thereof under Section 262 106(6) of the DGCLCompanies Act. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its his right to appraisal under Section 262 106(6) of the DGCLCompanies Act, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesConsideration, without interest. The Company will give Parent (i) prompt notice of (A) any demands received by the Company for appraisal of Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Companies Act and received by the Company relating to rights to be paid the fair value of Dissenting SharesShares and (B) to the extent that the Company has knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and Parent will have (ii) the right opportunity to participate in and direct all negotiations and Proceedings with respect to such demandsany demands for appraisal under the Companies Act. The Company will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, Consideration and will instead represent the right holders of such Dissenting Shares shall be entitled to receive only payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such Person’s rights to receive payment provided by under Section 262 of the DGCL. If any such holder Person fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under comply with the provisions of Section 262 of the DGCLDGCL or effectively withdraws or loses such right, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, as of converted at the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesConsideration, without any interest thereon. The Company will shall (i) give Parent prompt notice of any written demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating with respect to rights to be paid the fair value of Dissenting Shares, Shares promptly after receipt by the Company and (ii) give Parent will have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any such demands for appraisal or offer to settle or compromise, any such demands, or approve any withdrawal of settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholders who is entitled to demand and has properly demanded appraisal for such Shares did not vote in accordance with, favor of the Merger and who complies in comply with all respects with, of the relevant provisions of Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration (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), unless and until such holders shall no longer have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall be Dissenting Sharestreated at the Company's sole discretion as either (i) a Share (other than an Electing Share) that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with Section 2.01(a) or (ii) an Electing Share. The Company will shall give Parent prompt notice to the Sub of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, Sub and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of the Sub and Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholders who is entitled have not voted to demand and has properly demanded appraisal for such Shares in accordance withadopt this Agreement, if applicable, and who complies in comply with all respects with, of the relevant provisions of Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into or be exchangeable for the right to receive the Merger Consideration, and will consideration provided in Section 2.07 of this Agreement but shall instead represent the right be entitled to receive only payment of the fair value of such Shares in accordance with the relevant provisions of such Section 262, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment provided by Section 262 of under the DGCL. If any such holder fails shall have so failed to perfect or otherwise waivesshall have effectively withdrawn or lost such right, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect be paid the fair value of such holder's Dissenting Shares will shall cease and such Dissenting holder's Shares will shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, as of at the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesconsideration provided in Section 2.07. The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.1(a), Shares shares of Dish Common Stock outstanding immediately prior to the Effective Time and held by a holder Dish Stockholder who is entitled has not voted in favor of the Merger or consented to demand the Merger in writing and who has properly demanded appraisal for such Shares those shares in accordance with, and who complies in all respects with, Section 262 of with the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the a right to receive the Dish Per Share Merger Consideration, and will instead represent unless the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect perfect, withdraws or otherwise waivesloses its right to appraisal. If, after the Effective Time, the holder fails to perfect, withdraws or loses his, her or its right to appraisal under Section 262 appraisal, those shares of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will Dish Common Stock shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive the Dish Per Share Merger Consideration and Consideration. Dish shall no longer be Dissenting Shares. The Company will give Parent Soap prompt notice of any demands received by the Company Dish for appraisal of Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesDish Common Stock, and Parent will Soap shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such those demands. The Company will not, except Except with the prior written consent of ParentSoap, or to the extent required by applicable Law, Dish shall not make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, . Nothing in this Agreement is intended to amend or approve waive any withdrawal obligation of any such demands, Dish Stockholder who has waived or agree limited the right to do any of the foregoingassert appraisal rights in a separate agreement or in this Agreement.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.1 hereof, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded exercised and perfected appraisal for such Shares in accordance with, and who complies in all respects with, rights under Section 262 1701.85 of the DGCL OGCL (such Shares, the “"Dissenting Shares”) will "), shall not be converted into the right to receive the Merger Cash Consideration and Split-Off Consideration, and will instead represent but the right holders of Dissenting Shares shall be entitled to receive only the payment provided by such consideration as shall be determined pursuant to said Section 262 of the DGCL. If 1701.85; provided, however, that if any such holder fails shall have failed to perfect or otherwise waives, withdraws shall withdraw or loses his, her or its lose his right to appraisal and payment under Section 262 of the DGCLOGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will holder's shares shall thereupon be deemed to have been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Cash Consideration and Split-Off Consideration, without any interest thereon, and such shares of Company Common Stock shall no longer be Dissenting Shares. The Company will shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of Sharespayment, attempted withdrawals of such demands for payment and any other instruments served pursuant to the DGCL and OGCL received by the Company relating and (ii) the opportunity to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for payment under the OGCL. The Company will not voluntarily make any payment with respect to any demands for payment and will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with, and who complies in all respects with, Section 262 of with the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the a right to receive the Merger ConsiderationConsideration at the Effective Time in accordance with Section 2.01(a) hereof, but shall represent and will instead represent become the right to receive only such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the payment provided by Section 262 laws of the DGCL. If any State of Delaware, unless and until such holder fails to perfect or otherwise waives, withdraws or otherwise loses his, her or its such holder’s right to appraisal and payment under Section 262 of the DGCL. If, then after the right of Effective Time, such holder fails to receive perfect or withdraws or otherwise loses such payment in respect of holder’s right to appraisal, such former Dissenting Shares will cease and held by such Dissenting Shares will holder shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive receive, upon surrender as provided above, the Merger Consideration and shall no longer be Dissenting SharesConsideration, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company will shall give Parent Merger Sub prompt notice of any demands received by the Company for appraisal of Common Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesCompany, and Parent will Merger Sub shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any demands for appraisal or offer to settle or compromise, settle any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, each Dissenting Share shall not be converted into a right to receive the applicable portion of the Applicable Per-Share Merger Consideration, but instead shall be entitled to only such rights as are granted by the DGCL; provided, however, that if, after the Effective Time, such holder waives, withdraws, or loses such holder’s right to appraisal pursuant to the applicable provisions of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the DGCL, such Company Shares outstanding immediately prior to shall be treated as if they had been converted as of the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will not be converted into the right to receive the Applicable Per-Share Merger ConsiderationConsideration in accordance with Section 4.1 without interest thereon, upon surrender and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right transfer of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesshares. The Company will give Parent shall provide the SPAC prompt written notice of any demands received by the Company for appraisal of any Company Shares, attempted withdrawals any waiver or withdrawal of any such demands demand, and any other instruments served pursuant demand, notice, or instrument delivered to the DGCL and received by Company prior to the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings with respect Effective Time that relates to such demandsdemand. The Company will not, except Except with the prior written consent of Parentthe SPAC (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle or compromise settle, or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance withpursuant to, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 3.1(a). Prior to the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and Company shall no longer be Dissenting Shares. The Company will give promptly notify Parent prompt notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, the Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into or be exchangeable for the right to receive the Merger Per Share Consideration, unless and will instead represent until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the right to receive only the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses his, her or its lost such right to appraisal under Section 262 of the DGCLappraisal, then such holder’s Shares shall thereupon be converted into and become exchangeable only for the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Per Share Consideration and shall no longer be Dissenting Shareswithout any interest thereon. The Company will shall give Parent Purchaser and Merger Sub (a) prompt written notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value value” of Dissenting Shares, as provided in Section 262 of the DGCL and Parent will have (b) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentPurchaser, voluntarily make or agree to make any payment with respect toto any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or compromise, settle any such demands, demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior if and to the Effective Time and held extent required by a holder who is entitled to demand and has properly demanded appraisal for such the DGCL, Dissenting Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right holders of such Dissenting Shares shall be entitled to receive only payment of the payment provided by appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If If, after the Effective Time, any such holder fails to perfect or otherwise waives, effectively withdraws or otherwise loses hissuch right, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease shall thereupon be treated as if they had been converted into and such Dissenting Shares will be deemed to have been convertedbecome exchangeable for, as of at the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 3.03, 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 stockholder's Dissenting Shares pursuant to Section 262 of the DGCL shall no longer be Dissenting Sharescease. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value appraisals of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any demands for appraisals or offer to settle or compromise, settle any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to has delivered a written demand and has properly demanded for appraisal for of such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Merger ConsiderationPer Share Amount as provided in Section 3.1 ----------- hereof, unless and will instead represent the until such holder fails to perfect or efficiently withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder shall be entitled to receive only payment of the payment provided by appraised value of such Shares in accordance with the provisions of the DGCL; provided, that, such -------- ---- holder complies with the provisions of Section 262 of the DGCL. If If, after the Effective Time, any such holder fails to perfect or otherwise waives, effectively withdraws or otherwise loses his, her or its such holder's right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesPer Share Amount, without interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesEffective Time, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and any person who, if applicable, has properly demanded appraisal for not voted such Shares in accordance withfavor of the Merger and who has the right to demand, and who complies properly demands, an appraisal of such Shares ("Dissenting Shares") in all respects with, accordance with Section 262 of the DGCL (such Shares, the “Dissenting Shares”or any successor provision) will shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder shall be treated as a Share that had been converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 2.07(c). At the Effective Time, and will instead represent any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive only the payment rights provided by in Section 262 of the DGCL. If DGCL (or any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of successor provision) and as provided in the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesimmediately preceding sentence. The Company will shall give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Company. Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has stockholders properly demanded exercising appraisal for such Shares in accordance with, and who complies in all respects with, rights available under Section 262 of the DGCL Corporation Law (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the right to receive only the payment provided by Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the DGCLCorporation Law. If any such holder fails shall have failed to perfect or otherwise waivesshall have effectively waived, withdraws withdrawn or loses his, her or its lost such right to appraisal under Section 262 of the DGCLappraisal, then such holder’s Shares shall thereupon be converted into the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal shall have been irrevocably lost, waived, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Shareswithout any interest thereon. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value value” of Dissenting Shares, as provided in Section 262 of the Corporation Law, and Parent will have (b) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the Corporation Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or compromise, settle any such demands, demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand shall have not voted in favor of the Merger or consented thereto in writing and has properly who shall have demanded in writing appraisal for such Shares shares in accordance with, and who complies in all respects with, Section 262 with Sections 607.1301 et seq. of the DGCL (such Shares, the “Dissenting Shares”) will FBCA shall not be converted into a right to receive the Merger Consideration but shall have the rights set forth in Sections 607.1301 et seq. of the FBCA (or any successor provisions), if applicable unless such holder fails to perfect or otherwise loses such holder's right to such payment or appraisal, if any, pursuant to Sections 607.1301 et seq. of the FBCA. If, after the Effective Time, any holder of Class A Common Stock fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 1.2. RISCORP shall give prompt notice to Acquiror of any notices of dissent, demands for payment of fair value or other communications or actions received by RISCORP with respect to shares of Class A Common Stock, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and Acquiror shall no longer be Dissenting Shares. The Company will give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct approve all negotiations and Proceedings proceedings with respect to such demandsthereto. The Company will RISCORP shall not, except with the prior written consent of ParentAcquiror, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholders who is entitled to demand and has properly demanded exercise appraisal for such Shares in accordance with, and who complies in all respects with, rights available under Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and will instead represent until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the right to receive only the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses his, her or its lost such right to appraisal under Section 262 of the DGCLappraisal, then such holder's Shares shall thereupon be converted into and become exchangeable only for the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shareswithout any interest thereon. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the "fair value value" of Dissenting Shares, as provided in Section 262 of the DGCL and Parent will have (b) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or compromise, settle any such demands, demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will shall instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will shall cease and such Dissenting Shares will shall be deemed to have been converted, as of the Effective Time, into and will shall be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings Actions with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, demands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, Consideration and will instead represent the right holders of such Dissenting Shares shall be entitled to receive only payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such Person’s rights to receive payment provided by under Section 262 of the DGCL. If any such holder Person fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under comply with the provisions of Section 262 of the DGCLDGCL or effectively withdraws or loses such right, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, as of converted at the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesConsideration, without any interest thereon. The Company will shall (i) give Parent prompt notice of any written demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating with respect to rights to be paid the fair value of Dissenting SharesShares promptly after receipt by the Company and (ii) give Parent the opportunity, and Parent will have the right at Parent’s sole expense, to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any such demands for appraisal or offer to settle or compromise, any such demands, or approve any withdrawal of settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to has delivered a written demand and has properly demanded for appraisal for of such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger ConsiderationPer Share Amount as provided in Section 2.10 hereof, unless and will instead represent the until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. Such holder shall be entitled to receive only payment of the payment appraised value of such Shares in accordance with the provisions of the DGCL provided by that such holder complies with the provisions of Section 262 of the DGCL. If If, after the Effective Time, any such holder fails to perfect or otherwise waives, effectively withdraws or otherwise loses his, her or its such holder’s right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesPer Share Amount, without interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesEffective Time, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands and be consulted with respect to the Company’s response thereto. The Prior to the Effective Time, the Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement Each outstanding share of Company Common Stock the holder of which has perfected his, her or its right to dissent from the contrary, Shares outstanding immediately prior to Merger under the DGCL and has not effectively withdrawn or lost such right as of the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into, or represent a right to receive, the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Dissenting Shares held by such holder shall thereupon be treated as though such Dissenting Shares had been converted into the right to receive the Merger Consideration, and will instead represent the right Consideration to receive only the payment provided by Section 262 of the DGCL. If any which such holder fails would be entitled pursuant to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares4.1 hereof. The Company will shall give Parent prompt notice of any demands received upon receipt by the Company of any written demands for appraisal payment of Shares, attempted the fair value of shares of Company Common Stock and of withdrawals of such demands and any other instruments served provided to the Company pursuant to the DGCL and received by applicable provisions of the DGCL. The Company relating shall not make any payment or settlement offer prior to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings Effective Time with respect to any such demands. The Company will not, except with the demands unless Parent shall have given its prior written consent of Parent, make any to such payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingsettlement offer.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a "Dissenting Shareholder"), if any, who is entitled has the right to demand and has properly demanded appraisal for such Shares in accordance withdemand, and who complies properly demands, an appraisal of such shares in all respects with, accordance with Section 262 85 of the DGCL MBCL or any successor provision (such Shares, the “"Dissenting Shares”") will shall not be converted into a right to receive the Merger Consideration unless such Dissenting Shareholder fails to perfect or otherwise loses or withdraws such Dissenting Shareholder's right to such appraisal, if any. Provided the holder of any Dissenting Shares complies with the provisions of the MBCL, such holder shall have with respect thereto solely the rights provided under Sections 86 through 98, inclusive, of the MBCL. If, after the Effective Time, such Dissenting Shareholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of such Dissenting Shareholder shall be treated as a share that had been converted as of the Effective Time into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Consideration in accordance with this Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares2.1. The Company will shall give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.. (e)

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and has who shall have properly demanded and perfected appraisal for such Shares in accordance with, and who complies in all respects with, rights under Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into or represent the right to receive the applicable portion of the Merger Consideration, and will as the case may be, but instead represent the right shall be entitled to receive only such payment from the payment provided by Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the DGCL. If any ; provided, however, that if such holder fails shall have failed to perfect or shall have effectively withdrawn or otherwise waives, withdraws or loses his, her or its lost such holder’s right to appraisal and payment under Section 262 of the DGCL, then the right each such share of Company Common Stock held by such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, as of the Effective Time, into and will be exchangeable solely for the right to receive receive, without any interest thereon, the applicable portion of the Merger Consideration Consideration, in accordance with Section 2.8(a) and such share shall no longer be a Dissenting SharesShare. The Company will shall give Parent prompt notice to Parent of any written demands received by the Company for appraisal appraisals of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and in accordance with Section 2.1(a). Company shall no longer be Dissenting Shares. The Company will give Parent serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to has not voted in favor of the Merger and who has delivered a written demand and has properly demanded for appraisal for of such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 3.1 hereof, unless and will instead represent the until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder shall be entitled to receive only payment of the payment appraised value of such Shares in accordance with the provisions of the DGCL, provided by that such holder complies with the provisions of Section 262 of the DGCL. If If, after the Effective Time, any such holder fails to perfect or otherwise waives, effectively withdraws or otherwise loses his, her or its such holder's right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesConsideration, without interest thereon. The Company will shall give Parent Acquisition Company prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by the Effective Time, Acquisition Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with the prior written consent of ParentAcquisition Company, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder thereof who has not voted in favor of the Merger and who is entitled to demand and has properly demanded appraisal validly demands payment of the fair value for such Shares as determined in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead shall be converted into the right to receive payment from the Merger ConsiderationSurviving Corporation with respect to such Dissenting Shares in accordance with the DGCL, unless and will instead represent the until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to receive only the payment provided by Section 262 of under the DGCL. If any such holder fails of Shares shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost such right, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right each Share of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as a Share that had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Per Share Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 4.1(a). The Company will shall give Parent prompt notice to Parent of any written demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served Shares pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesDGCL, and Parent will shall have the right to reasonably participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in Section 2.05 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand appraisal and who has properly demanded exercised appraisal rights for such Shares shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; 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 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 ConsiderationConsideration in accordance with Section 2.05(a), and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waiveswithout interest thereon, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right upon surrender of such holder to receive Certificate formerly representing such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will give shall provide Parent prompt written notice of any demands received by the Company for appraisal of Shares, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL and received by the Company relating that relates to rights to be paid the fair value of Dissenting Sharessuch demand, and Parent will shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly validly demanded appraisal for such Shares shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. If after the Effective Time, any such holder fails to perfect or withdraws or loses its right to appraisal, such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, and will instead represent the right Consideration to receive only the payment provided by Section 262 of the DGCL. If any which such holder fails to perfect or otherwise waivesis entitled, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shareswithout interest thereon. The Company will shall give Parent prompt notice to Acquisition of any demands received by the Company for appraisal of Sharesdemands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and applicable law received by the Company relating for appraisal of shares of Company Common Stock, and, prior to rights to be paid the fair value of Dissenting SharesEffective Time, and Parent will Acquisition shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of ParentAcquisition, make any payment with respect to, or settle or compromise or settle, offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.02, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has (a) not voted in favor of the Merger or consented thereto in writing and (b) who has properly demanded appraisal for such its Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL Delaware Law and who has otherwise complied with all applicable provisions of Section 262 of Delaware Law (such Sharesshares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right but shall be entitled only to receive only the payment provided such rights as are granted by Section 262 of the DGCL. If any Delaware Law, unless such holder of Dissenting Shares fails to perfect or otherwise waivesperfect, withdraws or otherwise loses his, her or its the right to appraisal under Section 262 of Delaware Law. If, either before or after the DGCLEffective Time, then such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of such holder to receive such payment in respect of Delaware Law, such Dissenting Shares will cease and such Dissenting Shares will shall automatically be deemed to have been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.02(a). The Company will shall give Parent prompt written notice of any demands received by the Company for appraisal of Shares, attempted Dissenting Shares and any withdrawals of any such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except Except with the prior written consent of Parent, make the Company shall not take any action with respect to such demands (including making any payment with respect to, or settle or compromise or offer offering to settle or compromisesettling, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.3, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, shall not be converted into a right to receive the “Dissenting Shares”) will not Merger Consideration but shall be converted into the right to receive such consideration from the Merger Consideration, and will instead represent the right Company as may be determined to receive only the payment provided by be due in respect of such dissenting Shares pursuant to Section 262 of the DGCL. If any ; provided, however, that if the holder of such holder fails dissenting Shares shall have failed to perfect or shall have waived, rescinded or otherwise waiveslost (in each such instance, withdraws or loses his, her or to the reasonable satisfaction of the Surviving Corporation) its right status as a "dissenting shareholder" pursuant to appraisal under Section 262 of the DGCL, then such holder of dissenting Shares shall forfeit the right of such holder to receive such payment in respect of such Dissenting Shares will cease dissent from the Merger and such Dissenting Shares will shall thereupon be deemed to have been convertedconverted into the right to receive, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesConsideration. The Company will shall give Parent Buyer prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will Buyer shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of ParentBuyer, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the ----------------- contrary, in the event the Reverse Merger is effected, Shares issued and outstanding immediately prior to the Effective Time and held by a holder (if any) who is entitled has the right to demand demand, and has who properly demanded demands, an appraisal for of such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “or any successor provision) ("Dissenting Shares”") will shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder shall be treated as a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Consideration in accordance with this Section 262 of the DGCL3.1(e). If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and Company shall no longer be Dissenting Shares. The Company will give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands. In the event the Forward Merger is effected, or approve any withdrawal holders of any Shares issued and outstanding immediately prior to the Effective Time shall not be entitled to demand an appraisal of such demands, or agree to do any Shares in accordance with Section 262 of the foregoingDGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.2, Shares outstanding immediately prior to the Effective Time and held by a holder who has not tendered such holder’s Shares is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of with the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right but shall be entitled only to receive only the payment provided such rights as are granted by Section 262 of the DGCL. If any , unless such holder fails to perfect or otherwise waivesperfect, withdraws or otherwise loses his, her or its the right to appraisal under Section 262 of the DGCL. If, after the Effective Time, such holder fails to perfect, withdraws, waives or loses the right to appraisal under Section 262 of the DGCL or fails to establish such holder’s entitlement to appraisal rights as provided in the DGCL, then the right of in each such case such holder to receive such payment shall forfeit appraisal rights in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed treated as if they had been converted pursuant to have been converted, Section 3.2(a) as of the Effective Time, into and will be exchangeable solely for shall represent only, the right to receive the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.3. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted Shares and any withdrawals of any such demands demands, and any other instruments served pursuant to the DGCL and received extent permitted by the Company relating to rights to be paid the fair value of Dissenting Sharesapplicable Law, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve waive any withdrawal of any such demands, failure to timely deliver a written demand for appraisal in accordance with the DGCL or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to Section 3.01(c) hereof, shares of the contrary, Shares outstanding Company Common Share Capital issued immediately prior to the Effective Time and held by a holder who is entitled has not voted in favor of the Amalgamation or consented thereto in writing and who has otherwise properly perfected such holder’s right to demand and has properly demanded appraisal for such Shares shares in accordance with, with the Companies Act (and who complies in all respects withhas neither effectively withdrawn nor lost his, Section 262 of the DGCL her or its right to such appraisal) (such Shares, the “Dissenting Shares”) will ), shall not be converted into the a right to receive the Merger ConsiderationPrice Per Share pursuant to Section 3.01(c), and will instead represent the right to receive shall be cancelled and converted into only the payment provided such rights as are granted by Section 262 106 of the DGCLCompanies Act. If any after the Effective Time such holder fails to perfect or otherwise waives, withdraws or otherwise loses his, her or its right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive the Merger Consideration and shall no longer be Dissenting SharesPer Share Price as provided in Section 3.01(c), without interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Sharesshares of Company Common Share Capital, attempted and any withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesCompany, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Except as required by the Companies Act, the Company will not, except with the prior written consent of Parent, shall not make any payment payments with respect to, or settle or compromise to any demand by the holder(s) of Dissenting Shares for appraisal of their Dissenting Shares or offer to settle or compromise, settle or otherwise negotiate any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares outstanding immediately prior to the Effective Time and of Company Common Stock which are held by a holder persons who is are entitled to demand and has to, have properly demanded appraisal for such Shares in accordance withexercised, and who complies in all respects withnot withdrawn or waived, Section 262 of the DGCL dissenters rights with respect thereto (such Shares, the “Dissenting Shares”) in accordance with the Act will not be converted into the right to receive the Merger Consideration, and but will instead represent the right be entitled in lieu thereof, to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect fair value of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as in accordance with the provision of the Effective Time, into Act unless and will be exchangeable solely for until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the right to receive the Merger Consideration and shall no longer be Dissenting SharesAct. The Parties acknowledge and agree that the holders of shares of Class B Common Stock of the Company will are not entitled to any dissenters’ rights of appraisal under Chapter 44 of the Act. (b) The Company shall give Parent prompt notice to the Parent of any demands received exercise of dissenters’ rights in connection with the transactions contemplated by the Company for appraisal this Agreement, of Shares, attempted any withdrawals of such demands and of any other instruments served pursuant to the DGCL Act and received by the Company relating to rights to be paid the fair value of Dissenting Sharessuch dissenters’ rights, and the Parent will shall have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with without the prior written consent of the Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demandsdemand, or agree to do any of the foregoing.. 1.10

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

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a "Dissenting Shareholder"), if any, who is entitled has the right to demand and has properly demanded appraisal for such Shares in accordance withdemand, and who complies properly demands, an appraisal of such shares in all respects with, accordance with Section 262 85 of the DGCL MBCL or any successor provision (such Shares, the “"Dissenting Shares”") will shall not be converted into a right to receive the Merger Consideration unless such Dissenting Shareholder fails to perfect or otherwise loses or withdraws such Dissenting Shareholder's right to such appraisal, if any. Provided the holder of any Dissenting Shares complies with the provisions of the MBCL, such holder shall have with respect thereto solely the rights provided under Sections 86 through 98, inclusive, of the MBCL. If, after the Effective Time, such Dissenting Shareholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of such Dissenting Shareholder shall be treated as a share that had been converted as of the Effective Time into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Consideration in accordance with this Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares2.1. The Company will shall give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.6, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of with the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the a right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any unless such holder fails to perfect or withdraws or otherwise waives, loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If after the Effective Time such holder fails to perfect or withdraws or loses his, her or its right to appraisal under Section 262 of the DGCLappraisal, then the right of or if it is determined that such holder to receive does not have an appraisal right, such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive in exchange for each Share the Merger Consideration and shall no longer be Dissenting SharesConsideration. The Company will shall give Parent and Merger Sub prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will and Merger Sub shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands except as required by applicable law. The Company will shall not, except with the prior written consent of ParentParent and Merger Sub, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the adoption of this Agreement and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Per Share Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to control, and make decisions in respect of, and otherwise participate in and direct in, all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle compromise or compromise settle, or offer to settle compromise or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who is entitled to demand and has properly demanded shareholders exercising appraisal for such Shares in accordance with, and who complies in all respects with, rights available under Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and will instead represent until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the right to receive only the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses his, her or its lost such right to appraisal under Section 262 of the DGCLappraisal, then such holder's Shares shall thereupon be converted into and become exchangeable only for the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shareswithout any interest thereon. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the "fair value value" of Dissenting Shares, as provided in Section 262 of the DGCL and Parent will have (b) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisals of capital stock of the Company, or settle or compromise or offer to settle or compromise, settle any such demands, demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, Section 262 shares of Company Common Stock pursuant to Sections 607.1301-607.1333 of the DGCL FBCA (such Shares, the “Dissenting Company Shares”) will shall not be converted into the right to receive the Merger ConsiderationPurchaser Common Stock, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by Section 262 of the DGCLFBCA. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 appraisal, each such share of the DGCL, then the right Company Common Stock of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and Purchaser Common Stock in accordance with Section 2.2, plus cash in lieu of fractional shares in accordance with Section 2.4. Company shall no longer be Dissenting Shares. The Company will give Parent serve prompt notice to Purchaser of any demands received by the Company for appraisal of Sharesany shares of Company Common Stock, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will Purchaser shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of ParentPurchaser, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has (a) not voted in favor of the Merger or consented thereto in writing and (b) who has properly demanded appraisal for such its Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL Delaware Law and who has otherwise complied with all applicable provisions of Section 262 of Delaware Law (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right but shall be entitled only to receive only the payment provided such rights as are granted by Section 262 of the DGCL. If any Delaware Law, unless such holder of Dissenting Shares fails to perfect or otherwise waivesperfect, withdraws or otherwise loses his, her or its the right to appraisal under Section 262 of Delaware Law. If, either before or after the DGCLEffective Time, then such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of such holder to receive such payment in respect of Delaware Law, such Dissenting Shares will cease and such Dissenting Shares will shall automatically be deemed to have been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.01(a). The Company will shall give Parent prompt written notice of any demands received by the Company for appraisal of Shares, attempted Dissenting Shares and any withdrawals of any such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except Except with the prior written consent of Parent, make the Company shall not take any action with respect to such demands (including making any payment with respect to, or settle or compromise or offer offering to settle or compromisesettling, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary‎‎Section 3.02, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has (a) not voted in favor of the Merger or consented thereto in writing and (b) who has properly demanded appraisal for such its Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL Delaware Law and who has otherwise complied with all applicable provisions of Section 262 of Delaware Law (such Sharesshares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, and will instead represent the right but shall be entitled only to receive only the payment provided such rights as are granted by Section 262 of the DGCL. If any Delaware Law, unless such holder of Dissenting Shares fails to perfect or otherwise waivesperfect, withdraws or otherwise loses his, her or its the right to appraisal under Section 262 of Delaware Law. If, either before or after the DGCLEffective Time, then such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of such holder to receive such payment in respect of Delaware Law, such Dissenting Shares will cease and such Dissenting Shares will shall automatically be deemed to have been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesin accordance with ‎Section 3.02(a). The Company will shall give Parent prompt written notice of any demands received by the Company for appraisal of Shares, attempted Dissenting Shares and any withdrawals of any such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except Except with the prior written consent of Parent, make the Company shall not take any action with respect to such demands (including making any payment with respect to, or settle or compromise or offer offering to settle or compromisesettling, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who is entitled to demand and has properly demanded demands appraisal for such Shares shares of Company Common Stock in accordance with, and who complies in all respects with, Section 262 of with Delaware Law (the DGCL (such Shares, the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into the a right to receive the Merger Consideration, payment of cash amounts pursuant to Section 1.6(a) unless and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any until such holder fails to perfect or otherwise waives, withdraws or otherwise loses his, her or its right to appraisal under Section 262 of the DGCL, then but shall be converted into the right of such holder to receive such payment in consideration as may be determined to be due with respect of to such Dissenting Shares will cease and pursuant to Delaware Law. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal, such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharespayment of cash amounts pursuant to Section 1.6(a), without any interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesCommon Stock, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of ParentParent or as may be required under applicable law, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything 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 stockholder who is entitled to demand and has properly demanded exercised and perfected appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 rights under the provisions of the DGCL NYBCL (such Sharescollectively, the “Dissenting Shares”) will "DISSENTING SHARES"), shall not be converted into or exchangeable for the right to receive the Merger Consideration, and will but shall instead represent entitle the right holder thereof to receive only payment therefor as shall be determined pursuant to the payment provided by Section 262 provisions of the DGCL. If any NYBCL; PROVIDED, HOWEVER, that if such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses lost his, her or its right to appraisal and payment under Section 262 the NYBCL, each share of the DGCL, then the right Company Common Stock of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, as of the Effective Time, into and will be exchangeable solely for the right to receive the Per Share Merger Consideration in respect to each such share in accordance with Section 2.8(a), and such shares shall no longer be Dissenting Shares. The Company will shall give Parent (i) prompt notice of any demands written objection or election to dissent received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to Sections 623 and 910 of the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesNYBCL, and Parent will have (ii) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any such demandsobjections. The Company will shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingobjections.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately no Person who has prior to the Effective Time and held by perfected a holder who is entitled demand for dissenters' rights pursuant to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “with respect to any Dissenting Shares”) will not Shares shall be converted into the right entitled to receive the Per Share Merger ConsiderationConsideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262 of the DGCL) or lost such Person's right to payment of fair value under the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder's right to appraisal under the DGCL with respect to Dissenting Shares, and will instead represent the right such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL. If any DGCL with respect to such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will shall give Parent (i) prompt notice of any written demands received by the Company for appraisal payment of Sharesfair value, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company relating to Company stockholders' dissenters' rights to be paid and (ii) the fair value of Dissenting Shares, and Parent will have the right opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to such demandsdemands for payment of fair value by Company stockholders under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for payment of fair value, or settle or compromise or offer to settle or compromise, settle any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger and who has properly demanded appraisal for exercised dissenters' rights in respect of such Shares shares of Company Common Stock or Company Preferred Stock in accordance with, and who complies in all respects with, Section 262 of with the DGCL OGCL (such Shares, the “Dissenting Shares”"DISSENTERS SHARES") will shall not be converted into the a right to receive the applicable Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any Consideration unless such holder fails to perfect or otherwise waives, withdraws or otherwise loses his, her his dissenters' or its objecting shareholders' rights. Dissenters Shares shall be treated in accordance with Section 1701.85 of the OGCL. If after the Effective Time such holder fails to perfect or withdraws or otherwise loses his right to appraisal demand the payment of fair value for Dissenters Shares under Section 262 the OGCL, such shares of Company Common Stock or Company Preferred Stock, as the DGCLcase may be, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive the applicable Merger Consideration and shall no longer be Dissenting Shareswithout interest. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal the exercise of Shares, attempted withdrawals dissenters' rights with respect to shares of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, Common Stock or Company Preferred Stock and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve . In the event any withdrawal amounts shall become due and payable in respect of any such demands, or agree to do any of such amounts shall be paid by the foregoingCompany.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Stockholder who is entitled to demand and has properly demanded appraisal for such Shares does not vote in accordance with, favor of the Merger and who complies in with all respects with, of the relevant provisions of Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead, the holder thereof shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost its rights to dissent under the DGCL, each of such holder's Shares shall thereupon be deemed to have been converted into and will instead represent to have become exchangeable for the right to receive only receive, as of the payment Effective Time, the Merger Consideration without any interest thereon in accordance with Section 2.3 and such holder shall forfeit its dissenter's rights as provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 Holdings shall give Acquisition notice of the DGCL, then the right of such holder to receive such payment in respect of all such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and Acquisition shall no longer be Dissenting Shares. The Company will give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in direct and direct control all negotiations and Proceedings proceedings with respect to such demandsany demands for payments by the holder of any Dissenting Shares. The Company will Holdings shall not, except with the prior written consent of ParentAcquisition, voluntarily make or agree to make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingdemands for payment.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and any person who, if applicable, has properly demanded appraisal for not voted such Shares in accordance withfavor of the Merger and who has the right to demand, and who complies properly demands, an appraisal of such Shares ("Dissenting Shares") in all respects with, accordance with Section 262 of the DGCL (such Shares, the “Dissenting Shares”or any successor provision) will shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holders fails to perfect or loses any such right to appraisal, if any, each such Share of such holder shall be treated as a Share that had been converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 2.07(c). At the Effective Time, and will instead represent any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive only the payment rights provided by in Section 262 of the DGCL. If DGCL (or any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of successor provision) and as provided in the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesimmediately preceding sentence. The Company will shall give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Company. Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Shares shares in accordance with, and who complies in all respects with, Section 262 of with the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the a right to receive the Merger ConsiderationParent Common Stock, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any unless such holder fails to perfect or otherwise waivesperfect, withdraws or otherwise loses his, her or its such holder’s right to appraisal under Section 262 of the DGCL. If, then after the right of Effective Time, such holder fails to receive perfect, withdraws or otherwise loses such payment in respect of holder’s right to appraisal, each such Dissenting Shares will cease and such Dissenting Shares will share shall be deemed to have treated as if it had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive the Merger Consideration and shall no longer be Dissenting SharesParent Common Stock. The Company will shall give Parent (i) prompt notice of (A) any demands for appraisal pursuant to the DGCL received by the Company for appraisal of SharesCompany, attempted (B) withdrawals of such demands demands, and (C) any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid in connection with such demands and (ii) the fair value of Dissenting Shares, and Parent will have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL prior to the Effective Time. The Company will shall not, except with the prior written consent of ParentParent or as otherwise required by any Applicable Law, make any payment with respect to, or settle or compromise to any such demands for appraisal or offer to settle or compromise, settle any such demandsdemands and shall not distribute any portion of the Initial Parent Shares, Upward Adjustment Amount or approve any withdrawal of any such demands, amounts described in Section 2.6 or agree in Section 2.2(f) with respect to do any of the foregoingforegoing distributions to any holder that has not lost its appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly validly demanded appraisal for such Shares shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the a right to receive the Cash Merger Consideration, and will instead represent the unless such holder fails to perfect or withdraws or otherwise loses its right to receive only the payment provided by Section 262 of the DGCLappraisal. If after the Effective Time, any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Cash Merger Consideration and shall no longer be Dissenting Sharesto which such holder is entitled, without interest thereon. The Company will shall give Parent prompt notice to Acquisition of any demands received by the Company for appraisal of Sharesdemands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and applicable law received by the Company relating for appraisal of shares of Company Common Stock, and, prior to rights to be paid the fair value of Dissenting SharesEffective Time, and Parent will Acquisition shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of ParentAcquisition, make any payment with respect to, or settle or compromise or settle, offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior with respect to the Effective Time and any shares of Company Stock held by a holder stockholders of the Company who is entitled to demand have exercised and has properly demanded perfected and/or reserved their appraisal for such Shares or dissenters rights (the "Dissenting Shares") in accordance withwith the DGCL, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will Shares shall not be converted into or represent the right to receive the Merger Considerationconsideration payable pursuant to this Agreement upon consummation of the Merger, and will instead represent but, instead, the right holders of Dissenting Shares shall be entitled to receive only payment of the payment provided by appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. If , unless and to the extent that any such holder fails to perfect or otherwise waives, withdraws or loses his, her or of Dissenting Shares shall have irrevocably forfeited its right to appraisal under Section 262 of the DGCL, then the right of DGCL or irrevocably withdrawn its demand for appraisal. If any such holder to receive such payment in respect of such Dissenting Shares will cease and such has so irrevocably forfeited or withdrawn its right to appraisal of Dissenting Shares will be deemed to have been convertedShares, then, as of the Effective Timeoccurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and will be exchangeable solely for represent the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company will give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals consideration payable in respect of such demands and any other instruments served shares pursuant to this Agreement, which payments shall be made pursuant to the DGCL and received by the Company relating to rights to be paid the fair value terms of Dissenting Sharesthis Agreement, and the Parent will have and the right Acquirer shall set aside such amounts as needed to participate in and direct all negotiations and Proceedings with respect to make such demands. The Company will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingpayments.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to has not voted in favor of the Merger and who has delivered a written demand and has properly demanded for appraisal for of such Shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Cash Merger ConsiderationConsideration as provided in Section 3.1 hereof, unless and will instead represent the until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder shall be entitled to receive only payment of the payment provided by appraised value of such Shares in accordance with the provisions of the DGCL; provided, that, such holder complies with the provisions of Section 262 of the DGCL. If If, after the Effective Time, any such holder fails to perfect or otherwise waives, effectively withdraws or otherwise loses his, her or its such holder's right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Cash Merger Consideration and shall no longer be Dissenting SharesConsideration, without interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesEffective Time, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement ----------------- to the contrary, the Common Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has demanded properly demanded in writing appraisal for such Common Shares in accordance with, with Sections 490.1301 through 490.1331 of the IBCA and who complies in all respects with, Section 262 of the DGCL (shall not have withdrawn such Shares, the “Dissenting Shares”) will demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to receive the Merger Consideration, and will instead represent the right Consideration ("Dissenting Shares"). Such shareholders shall be entitled to receive only the payment provided by Section 262 of the DGCL. If any appraised value of such holder fails Common Shares held by them in accordance with the Iowa Corporation Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or otherwise waives, withdraws who effectively shall have withdrawn or loses his, her or its right lost their rights to appraisal under Section 262 of the DGCL, then the right of such holder to receive Common Shares held by them under such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will Iowa Corporation Law shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, as of the Effective Time, into and will be exchangeable solely for the right to receive receive, without any interest thereon, the Merger Consideration and shall no longer be Dissenting Consideration, upon surrender, in the manner provided in Section 2.8(b), of the Certificate or Certificates that formerly evidenced such Common Shares. The Company will Allied shall give Parent Nationwide prompt notice of any demands of appraisal received by the Company for appraisal of SharesAllied, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Iowa Corporation Law and received by the Company relating to rights to be paid the fair value of Dissenting SharesAllied, and Parent will Nationwide shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will Prior to the Effective Time, Allied shall not, except with the prior written consent of ParentNationwide, make any payment with respect toto any demands for appraisal, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded appraisal for demands payment of the fair value of such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL pursuant to NRS 92A.300 through NRS 92A.500 (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s dissenter’s rights under the right to receive only NRS. Dissenting Shares shall be treated in accordance with the payment provided by Section 262 applicable provisions of the DGCLNRS 92A.300 through 92A.500. If any such holder fails to perfect or otherwise waives, withdraws or loses hisany such dissenter’s rights, her or its right to appraisal under Section 262 of the DGCL, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective TimeTime and the time that such dissenter’s right have been irrevocably lost, into and will be exchangeable solely for the right to receive withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal payment of fair value of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesdissenter’s rights, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”Shares “) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement Each outstanding share of Company Common Stock the holder of which has perfected his right to dissent under the contrary, Shares outstanding immediately prior to NGCL and has not effectively withdrawn or lost such right as of the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the or represent a right to receive Merger Consideration hereunder. Rather, the Merger Consideration, and will instead represent the right holder thereof shall be entitled only to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect appraised value of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as in accordance with the provisions of Section 92A.380 of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting SharesNGCL. The Company will shall give Parent (i) prompt notice of any demands filed pursuant to Section 92A.380 received by the Company for appraisal of SharesCompany, attempted withdrawals of such demands demands, and any other instruments served in connection with such demands pursuant to the DGCL NGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesCompany, and Parent will have (ii) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands under the NGCL consistent with the obligations of the Company there under. The Company will shall not, except with the prior written consent of Parent, (x) make any payment with respect to, or settle or compromise or to any person making, any such demand, (y) offer to settle or compromise, settle any such demandsdemand or (z) waive any failure to timely deliver a written demand in accordance with the NGCL. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent (which shares are referred to as “Unperfected Dissenting Shares”) at any time, the Unperfected Dissenting Shares held by such holder shall be converted on a share by share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, as Parent or approve the Exchange Agent shall determine, without any withdrawal interest thereon. Any payments made in respect of any such demands, or agree to do any of Dissenting Shares shall be made by the foregoingSurviving Corporation.

Dissenting Shares. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, Shares shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder shareholders who is entitled have the right to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 dissent with respect to the Merger pursuant to Article 5.11 of the DGCL TBCA (such Shares, the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into or be exchangeable for the right to receive the Merger Consideration, and will instead represent but the right holders of such Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of the DGCLfair value of such Dissenting Shares in accordance with the provisions of the TBCA, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost such right under the TBCA. If any such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost such right, withdraws or loses his, her or its such holder's shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shareswithout any interest thereon. The Company will shall give Parent Purchaser (i) prompt notice of any written demands received by the Company for appraisal payment of Sharesfair value in respect of any shares of Company Common Stock, attempted written withdrawals of such demands demands, and any other instruments served pursuant to the DGCL TBCA and received by the Company relating to share- holders' rights to be paid dissent with respect to the fair value of Dissenting Shares, Merger and Parent will have (ii) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any exercise of such demandsrights under the TBCA. The Company will shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, or settle or compromise or offer to settle or compromise, settle any such demands, demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares each Share that is issued and outstanding immediately prior to the Effective Time and that is held by a holder stockholder who is entitled to demand and has properly demanded exercised and perfected appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 rights under the provisions of the DGCL (such Sharescollectively, the “Dissenting Shares”) will "DISSENTING SHARES"), shall not be converted into or exchangeable for the right to receive the Merger Consideration, and will but shall instead represent entitle the right holder thereof to receive only payment therefor as shall be determined pursuant to the payment provided by Section 262 provisions of the DGCL. If any ; provided, however, that if such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses his, her or its lost his right to appraisal and payment under Section 262 of the DGCL, then the right each Share of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration in accordance with Section 2.11(a), and such shares shall no longer be Dissenting Shares. The Company will shall give Parent (i) prompt notice of any written demands for appraisal of Shares received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesCompany, and Parent will have (ii) the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any such demands. The Company will shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has who properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with this Article II, without interest. The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct control all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of of, any such demands, or agree to do any of the foregoing. Any portion of the aggregate Per Share Merger Consideration paid to the Paying Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn, or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise settle, or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands, exercises, and perfects his or her demand for appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will ), shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have effectively withdrawn or lost; such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCLDGCL and shall be entitled to receive consideration thereunder. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 4.1(c). The Company will shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will not, except 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 compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingdemands for appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who is entitled to demand and has properly demanded demands appraisal for such Shares shares of Company Common Stock in accordance with, and who complies in all respects with, Section 262 of the DGCL with Delaware Law (such Shares, the “Dissenting Shares”) will shall not be converted into the a right to receive the Merger Consideration, payment of cash amounts pursuant to Section 1.6(a) unless and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any until such holder fails to perfect or otherwise waives, withdraws or otherwise loses his, her or its right to appraisal under Section 262 of the DGCL, then but shall be converted into the right of such holder to receive such payment in consideration as may be determined to be due with respect of to such Dissenting Shares will cease and pursuant to Delaware Law. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal, such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharespayment of cash amounts pursuant to Section 1.6(a), without any interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesCommon Stock, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of ParentParent or as may be required under applicable law, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, with the requirements of Section 262 of the DGCL (such Sharescollectively, the “Dissenting Shares”) will shall not be converted into the right to receive the relevant Merger Consideration, and will instead represent the right consideration. The holders of Dissenting Shares shall be entitled to receive only the payment provided such rights as are granted by Section 262 of the DGCL. If any , unless such holder fails to perfect or otherwise waivesperfect, withdraws or otherwise loses his, her or its the right to appraisal under Section 262 of the DGCLappraisal, then the right of in which case such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the relevant Merger Consideration and shall no longer be Dissenting SharesConsideration, as set forth in Section 4.2, without any interest thereon. The Company will shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, attempted Shares and withdrawals of such demands and demands, any other instruments or documents served pursuant to the DGCL and received by the Company relating with respect to rights to be paid the fair value of Dissenting Sharessuch demands, and the Company shall give Parent will have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will not, except 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 compromisesettle, any such demands, or approve any withdrawal . Each holder of any Dissenting Shares who becomes entitled to payment for such demands, or agree to do any Dissenting Shares under the provisions of Section 262 of the foregoingDGCL will receive payment thereof from the Surviving Corporation and as of the Effective Time such Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of capital stock of the Company that are issued and outstanding immediately prior to the Effective Time and that are held by a holder thereof who is entitled to demand and has properly validly demanded appraisal payment of the fair value for such Shares shares as determined in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Sharesshares, the “Dissenting Shares”) will shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead shall be converted into the right to receive payment from the Merger ConsiderationSurviving Corporation with respect to such Dissenting Shares in accordance with the DGCL, unless and will instead represent the until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to receive only the payment provided by Section 262 of under the DGCL. If any such holder fails of shares of capital stock of the Company shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost such right, withdraws or loses his, her or its right to appraisal under Section 262 each share of the DGCL, then the right of Company Common Stock held by such holder to receive such payment in respect shall be treated, at Parent’s sole discretion, as a share of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have Company Common Stock that had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Per Share Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 1.8(c). The Company will shall give Parent prompt notice to Parent of any demands (and any withdrawals thereof) received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served shares the Company’s capital stock pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting SharesDGCL, and Parent will shall have the right to reasonably participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisewaive any rights with respect to, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares not voted in accordance with, favor of the Merger or consented thereto in writing and who complies in has complied with all respects with, of the relevant provisions of Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by it in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 without interest thereon, upon surrender of the DGCLCertificate or Certificates representing such Shares pursuant to Section 2.2. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. (b) The Company will shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to be paid share in the fair value conduct of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company will not, except 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 compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingdemands for appraisal. Section 2.4.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Offer Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Offer Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall provide prompt notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares any shares of Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to demand has exercised and has properly demanded perfected appraisal rights for such Shares shares in accordance with, with the GBCC and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedwho, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (“Dissenting Shares”), shall not be converted into or represent a right to receive a portion of the Final Merger Consideration hereunder, but the holder thereof shall only be entitled to such rights as are granted by the GBCC. Notwithstanding the provisions of this Section 2.4.4, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s Dissenting Shares shall automatically be converted into and will be exchangeable solely for represent only the right to receive the applicable portion of the Final Merger Consideration and shall no longer to which such holder would otherwise be Dissenting Sharesentitled hereunder. The Company will give Parent shall provide Buyer prompt notice of any demands written demand for appraisal received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by applicable provisions of the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will GBCC. Buyer shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. The Company will shall not, except with the prior written consent of ParentBuyer (such consent not to be unreasonably withheld, conditioned or delayed) or as may be required by applicable Law, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoingdemands for appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger and who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its (including by a determination of a court of competent jurisdiction) any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 3.1(a). Prior to the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and Company shall no longer be Dissenting Shares. The Company will give promptly notify Parent prompt notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to reasonably participate in and reasonably direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of HCCI Common Stock outstanding immediately prior to the Effective Time and held by a holder (if any) who is entitled to demand demand, and has who properly demanded demands, appraisal for such Shares shares in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the a right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any Consideration unless such holder fails to perfect or otherwise waivesloses such holder's right of appraisal, withdraws if any. If after the Effective Time such holder fails to perfect or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will shall be deemed to have treated as if they had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the a right to receive the Merger Consideration and pursuant to Section 1.7(c). HCCI shall no longer be Dissenting Shares. The Company will give Parent prompt written notice to NGTH of any demands received by the Company HCCI for appraisal of Shares, attempted withdrawals shares of such demands HCCI Common Stock and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will NGTH shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will Prior to the Effective Time, HCCI shall not, except with the prior written consent of ParentNGTH, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree . Any Consideration that would otherwise have been allocated to do any of the foregoingDissenting Shares if the holders thereof had not properly perfected their appraisal rights will not be paid under Section 1.7(c).

Dissenting Shares. Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder Stockholder who is entitled to demand has exercised and has properly demanded perfected appraisal rights for such Shares Company Common Stock in accordance with, and who complies in all respects with, with Section 262 of the DGCL and who has not effectively withdrawn or lost such appraisal rights (such Shares, the “"Dissenting Shares”) will "), shall not be converted into or represent a right to receive the consideration set forth in Section 1.6 hereof, but the holder shall only be entitled to such rights as are provided by the DGCL. Notwithstanding the provisions of Section 1.8(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's appraisal rights under the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Considerationconsideration set forth in Section 1.6 hereof, and will instead represent the right to receive only the payment provided by Section 262 without interest thereon, upon surrender of the DGCL. If any certificate(s) representing such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesshares. The Company will shall give Parent (i) prompt notice of any demands written demand for appraisal received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL applicable provisions of the DGCL; and received by (ii) the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any such demands or offer to settle or compromise, settle any such demands. To the extent that Parent or the Company makes any payment or payments to any Dissenting Shares, Parent shall be entitled to recover under the terms of Article VII hereof the aggregate amount by which such payment or approve any withdrawal payments exceed the aggregate consideration that otherwise would have been payable in respect of the stock of any such demands, or agree to do any of the foregoingDissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the ----------------- contrary, the Company Common Shares and Company Preferred Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholder who is entitled to demand and has properly demanded appraisal for such Shares did not vote in accordance with, favor of the Merger and who complies in with all respects with, Section 262 of the DGCL relevant provisions of Sections 1300 et. seq. of the CGCL (such Shares, the “"Dissenting Shares”") will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent until such Holder shall have failed to perfect or shall have effectively withdrawn or lost such Holder's rights to appraisal under the right to receive CGCL; and any such Holder shall have only such rights in respect of the payment Dissenting Shares owned by such Holder as are provided by Section 262 Sections 1300 et. seq. of the DGCLCGCL. If any such holder fails Holder shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost such right, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Holder's Dissenting Shares will cease and such Dissenting Shares will shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shareswithout any interest thereon, pursuant to the terms of Section 2.6. The Company will shall give Parent the Buyer prompt notice of any demands demand received by the Company for appraisal of any Company Common Shares and Company Preferred Shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by Effective Time, the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will Buyer shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will not, except with the prior written consent of Parentthe Buyer, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve claim made by any withdrawal of any such demands, or agree to do any of Holders owning the foregoingDissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Capital Stock outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to demand and has properly demanded appraisal for of such Shares shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Sharesshares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Company Stockholder Consideration, and will shall instead represent the right to receive only payment of the payment fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. At the Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist, and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its such holder’s right to appraisal under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder to receive such payment in respect be paid the fair value of such Dissenting Shares will shall cease and such Dissenting Shares will shall be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Company Stockholder Consideration (as if such share was subject to a Stock Election) upon the terms and shall no longer be Dissenting Sharesconditions set forth in this Agreement. The Company will shall give Parent Acies prompt notice of any demands received by the Company for appraisal of Sharesshares of Company Capital Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings with respect to such demands. The Company will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who is was entitled to demand and has properly validly demanded appraisal for such Shares rights in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s appraisal rights under the DGCL, and will but instead represent shall be converted into the right to receive only payment from the payment provided by Section 262 of Surviving Corporation with respect to such Dissenting Shares in accordance with the DGCL. If any such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses his, her or its lost such appraisal right pursuant to appraisal under Section 262 of the DGCL, then the right each Dissenting Share of such holder to receive such payment in respect shall be treated as a share of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have Company Common Stock that had been converted, converted as of the Effective Time, Time into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(c). The Company will shall give Parent prompt notice to Parent of any demands received by the Company for appraisal of Sharesdemands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value for appraisal of Dissenting Sharesshares of Company Common Stock, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Company Merger Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Company Merger Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 2.1(a)(ii). The Company will give Parent shall serve prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, pursuant to Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will shall not be converted into the right to receive the Merger Consideration, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 of the DGCLappraisal, then the right each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration and shall no longer be Dissenting Sharesin accordance with Section 3.1(a). The Company will give Parent shall provide prompt notice to Parent of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such written notices or written demands and any other written instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands (provided, that such direction may not result in a binding obligation on the part of the Company that is effective prior to the Effective Time). The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a any holder who is entitled to demand and has properly demanded demands appraisal for of such Shares in accordance with, and who complies in all respects with, Section 262 shares of Company Common Stock pursuant to Sections 607.1301-607.1333 of the DGCL FBCA (such Shares, the “Dissenting Company Shares”) will shall not be converted into the right to receive the Merger ConsiderationPurchaser Common Stock and the Cash Price, unless and will instead represent the until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to receive only appraisal under the payment provided by Section 262 of the DGCLFBCA. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its any such right to appraisal under Section 262 appraisal, each such share of the DGCL, then the right Company Common Stock of such holder shall thereupon be converted into and become exchangeable only for the right to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been convertedreceive, as of the later of the Effective Time, into Time and will be exchangeable solely for the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration Purchaser Common Stock and the Cash Price in accordance with Section 2.2. Company shall no longer be Dissenting Shares. The Company will give Parent serve prompt notice to Purchaser of any demands received by the Company for appraisal of Sharesany shares of Company Common Stock, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Sharesappraisal, and Parent will Purchaser shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with without the prior written consent of ParentPurchaser, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demandssettle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder persons who is entitled to demand and has have properly demanded exercised appraisal for such Shares rights with respect thereto in accordance with, and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) will ), shall not be converted into or exchangeable for the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until the applicable holder fails to perfect or effectively withdraws or otherwise loses such holder’s rights to appraisal under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided by Section 262 of the DGCL. If without any such holder fails to perfect or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Sharesinterest thereon. The Company will shall give Parent prompt notice of any written demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value appraisals of Dissenting Shares, and Parent will shall have the right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise to any demands for appraisals or offer to settle or compromise, settle any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.