Common use of Dissenting Shares Clause in Contracts

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

Dissenting Shares. (a) Notwithstanding Section 2.032.1, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement of, or consented thereto in writingwriting to, who is entitled to appraisal the Merger and who has properly exercised appraisal rights for of such shares Shares in accordance with Section 262 of the DGCL (such Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into a the right to receive any portion of the Merger Consideration as provided in Section 2.1(b) of this Agreement, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, an appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with to which such holder is entitled pursuant to Section 2.03(a2.1(b), without interest thereon, upon surrender of such Certificate holder’s certificate formerly representing such share. Shares. (b) The Company shall provide give Parent prompt written notice of any demands received by the Company for the appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent shall have the opportunity and right to participate in consult with the Company regarding all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the The Company shall not make any such payment with respect towithout Parent’s prior written consent (not to be unreasonably withheld, delayed, denied, or offer to settle or settle, any such demandsconditioned).

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

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

Dissenting Shares. (a) Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who has have not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal the Merger and who has properly exercised shall have delivered a written demand for appraisal rights for of such shares Shares in accordance with the time and manner provided in Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (the "Dissenting Shares") shall not be converted into a the right to receive the Merger Consideration Consideration, but instead shall be entitled to payment of receive the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares consideration as shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, determined pursuant to Section 262 of the DGCL or DGCL; provided, however, that, if a court of competent jurisdiction shall determine that any such holder is not entitled shall have failed to the relief provided by Section 262 of perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such shares of Company Common Stock holder's Shares shall thereupon be treated as if they had deemed to have been converted as of converted, at the Effective Time Time, into the right to receive the Merger Consideration set forth in accordance with Section 2.03(a)2.1(c) of this Agreement, without any interest thereon, upon surrender of such Certificate formerly representing such share. . (b) The Company shall provide give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates received by the Company, withdrawals of such demands and any other instruments served pursuant to such demandthe DGCL and received by the Company, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any such demands for appraisal or offer to settle or settle, any such demands.

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

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

Dissenting Shares. Notwithstanding Section 2.03, shares (i) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who has have not voted in favor of or consented to the adoption of this Agreement or consented thereto in writing, and who is are entitled to appraisal demand and who has have properly exercised appraisal demanded their rights for to be paid the fair value of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be canceled and converted into a the right to receive the Merger Consideration but instead Consideration, and the holders thereof shall be entitled to payment only such rights as are granted by Section 262 of the appraised value DGCL; provided, however, that if any such stockholder of the Company shall fail to perfect or shall effectively waive, withdraw or lose such shares in accordance with stockholder’s rights under Section 262 of the DGCL, following such stockholder’s Dissenting Shares in respect of which such shares the stockholder would otherwise be entitled to receive fair value under Section 262 of the DGCL shall automatically thereupon be canceled and shall cease deemed to exist; providedhave been canceled, however, that if, after at the Effective Time, and the holder thereof shall be entitled to receive the Merger Consideration, as applicable (payable without any interest thereon), as compensation for such holder fails cancellation. (ii) The Company shall give Parent reasonably prompt notice of any notice received by the Company of intent to perfectdemand the fair value of any shares of Company Common Stock, withdraws withdrawals of such notices and any other instruments or loses such holder’s right to appraisal, notices served pursuant to Section 262 of the DGCL or if a court of competent jurisdiction and Parent shall determine that such holder is not entitled direct negotiations and proceedings with respect to the relief provided by exercise of appraisal rights under Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of ParentParent or as otherwise required by an Order, the Company shall not (x) make any payment or other commitment with respect toto any such exercise of appraisal rights, or (y) offer to settle or settle, settle any such demandsrights or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. (a) Notwithstanding Section 2.03anything to the contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised made a proper demand for appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock in accordance with the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be treated as if they had been converted as of the Effective Time into or represent the right to receive the Merger Consideration in accordance with Section 2.03(a2.7, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive Merger Consideration in accordance with Section 2.7, without interest thereon, upon surrender of such the Certificate formerly representing such share. shares. (c) The Company shall provide Parent give the Parent: (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stockprior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, ; and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demandsdemand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer prior to the Effective Time with respect to, or offer to settle or settle, any such demandsdemand, notice or instrument unless the Parent shall have given its written consent to such payment or settlement offer.

Dissenting Shares. (a) Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not shall have neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into a into, or represent the right to receive receive, the Merger Consideration but instead Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such shares Shares held by them in accordance with the provisions of such Section 262, except that Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 3.11, of the Certificate or Certificates that formerly evidenced such Shares. (b) The Company shall give Parent and Purchaser (i) prompt notice of any demand for appraisal received by the Company, withdrawals of such Certificate formerly representing such sharedemands, and any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

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

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

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

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

Dissenting Shares. (a) Notwithstanding the provisions of Section 2.032.2 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder stockholders who has have not voted such Shares in favor of the approval and adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has shall have properly exercised demanded appraisal rights for of such shares Shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after Price at the Effective Time, unless and until the holder of such holder fails Dissenting Shares shall have failed to perfect, withdraws perfect or loses shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL. If a holder of Dissenting Shares (a "Dissenting Stockholder") shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such Dissenting Shares shall be converted into and represent solely the right to receive the Merger Price, without any interest thereon, as provided in Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled received by the Company, and (ii) the opportunity to the relief provided by direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock to the extent required by the DGCL, any Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who has properly exercised appraisal rights for such shares complies in accordance with all respects with, Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration Consideration, but instead instead, at the Effective Time, such Dissenting Shares shall no longer be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares outstanding and shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, and such holder fails shall cease to perfecthave any rights with respect thereto, withdraws or loses such holder’s except the right to appraisal, pursuant to Section 262 receive the fair value of such Dissenting Shares in accordance with the DGCL or if a court provisions of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, unless and until such shares holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under Section 262 of Company Common Stock the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be treated converted into and become exchangeable only for the right to receive, as if they had been converted as of the later of the Effective Time into and the time that such right to receive appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 2.03(a2.1(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide serve prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockany Shares, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Parent shall have the opportunity and right to participate in all any negotiations and Proceedings proceedings with respect to any such demandsdemands and, for the avoidance of doubt, control the negotiations and proceedings after the Effective Time. Except with The Company shall not, without the prior written consent of Parent, the Company Parent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder the Company Stockholders who has not voted in favor have demanded and perfected their demands for appraisal of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares of Company Capital Stock in accordance with the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive as described in Section 1.4(a) or (b), as applicable, but shall, by virtue of the Merger Consideration but instead shall Merger, be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifif such holder shall have failed to perfect or shall have effectively withdrawn or lost his, after her or its right to appraisal and payment under the DGCL, such holder’s shares of Company Capital Stock shall thereupon be deemed to have been converted, at the Effective Time, such holder fails to perfectas described in Section 1.4(a) or (b), withdraws or loses such holder’s right to appraisalas applicable, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration set forth in accordance with Section 2.03(a)such provisions, without any interest thereon, upon surrender of such Certificate formerly representing such share. . (b) The Company shall provide give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to received by the Company, withdrawals of such demanddemands, and Parent shall have any other instruments served pursuant to the DGCL with respect to demands for appraisal and received by the Company; and (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, the Company shall not make any payment with respect to, to any such demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock (a) Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who has have not voted in favor of adoption of this Agreement or consented thereto in writing, to the Merger and who is are otherwise entitled to appraisal demand and have properly demanded and perfected their rights to be paid the fair value of such Shares in accordance with, and who has properly exercised appraisal rights for such shares comply in accordance with all respects with, Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration but instead Consideration, and the holders thereof shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 stockholder of the DGCL Company shall fail to perfect or if a court of competent jurisdiction shall determine that effectively waive, withdraw or lose such holder is not entitled to the relief provided by stockholder’s rights under Section 262 of the DGCL, such shares stockholder’s Shares in respect of Company Common Stock shall which the stockholder would otherwise be treated as if they had been converted as entitled to receive fair value under Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time Time, into the right to receive the Merger Consideration as provided in accordance with Section 2.03(a2.1(a), without any interest thereon, upon surrender of such the Certificate formerly or Certificates representing such shareShares pursuant to Section 2.2. Table of Contents (b) The Company shall provide give Parent (i) prompt written notice of any demands notice received by the Company for of the intent of any holder of Shares to demand appraisal of shares of Company Common Stockany Shares, any withdrawal of written demand for appraisal, any such demand withdrawals thereof and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have received by the Company and (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsthe exercise of dissenters’ rights under Section 262 of the DGCL. Except The Company shall not, except with the prior written consent of ParentParent or as otherwise required by an Order, the Company shall not make any payment with respect to, to any such exercise of dissenters’ rights or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding (a) For purposes of this Agreement, “Dissenting Shares” means Company Shares held as of the Effective Time by a Company Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 2.03, shares 92A of Company Common Stock issued the N.R.S. and outstanding immediately not effectively withdrawn or forfeited prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL Time. Dissenting Shares shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration Shares, unless such Company Stockholder’s right to appraisal shall have ceased in accordance with Section 2.03(a)92A of the N.R.S. If such Company Stockholder has so forfeited or withdrawn his, without interest thereonher or its right to appraisal of Dissenting Shares, upon surrender then, (i) as of the occurrence of such Certificate formerly representing event, such share. The holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Shares issuable in respect of such Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time Shares pursuant to Section 262 1.5, and (ii) promptly following the occurrence of such event, the Parent shall deliver to such Company Stockholder a certificate representing 95% of the DGCL that relates Merger Shares to which such demand, holder is entitled pursuant to Section 1.5 (which shares shall be considered Initial Shares for all purposes of this Agreement) and Parent shall have deliver to the opportunity and right Escrow Agent a certificate representing the remaining 5% of the Merger Shares to participate in which such holder is entitled pursuant to Section 1.5 (which shares shall be considered Escrow Shares for all negotiations and Proceedings with respect to such demands. Except with the prior written consent purposes of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsthis Agreement).

Dissenting Shares. (i) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the provisions of Section 2.03, shares 262 of Company Common Stock issued and outstanding immediately the DGCL are or prior to the Effective Time and may become applicable to the Merger, then any Company Share, as of the Effective Time, held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised (and has not effectively withdrawn or lost) his, her or its appraisal rights for such shares in accordance with under Section 262 of the DGCL (a “Dissenting Share”) shall not be converted into a or represent the right to receive the Merger Consideration but instead consideration set forth in Section 4.1 and the holder of such Dissenting Share shall be entitled only to payment such rights as may be granted to such holder in Section 262 of the appraised value DGCL; provided, that if the status of any such shares Dissenting Share as a share carrying appraisal or dissenters’ rights shall be withdrawn in accordance with Section 262 of the DGCL, following which or if any such shares Dissenting Share shall otherwise lose its status as a share carrying appraisal or dissenters’ rights in accordance with Section 262 of the DGCL, then, as of the later of the Effective Time or the loss of such status, such Dissenting Share shall automatically be canceled converted into and shall cease represent only the right to exist; providedreceive (upon the surrender of the Certificate representing such share in accordance with Section 4.2(b)) the consideration set forth in Section 4.1, however, that if, after without any interest thereon. (ii) The Company shall give Parent prompt notice and a copy of any written demand received by the Company prior to the Effective Time, such holder fails Time to perfect, withdraws or loses such holder’s right to appraisal, require payment for Company Shares pursuant to Section 262 of the DGCL or if a court and of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, withdrawal, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates DGCL. The Company shall not make, propose, enter into or approve any payment or settlement offer prior to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings Effective Time with respect to any such demands. Except with demand without the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

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

Dissenting Shares. (a) Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal demand and who properly demands (and has properly exercised not effectively withdrawn or lost such demand) appraisal rights for such shares in accordance with under Section 262 of Delaware Law (collectively, the DGCL “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration applicable consideration for Company Common Stock set forth in Section 4.1, but instead the holder thereof shall only be entitled to such rights as are provided by Delaware Law, including the right to receive payment of the appraised fair value of such shares holder’s Dissenting Shares in accordance with the provisions of Section 262 of Delaware Law. (b) Notwithstanding the DGCLprovisions of Section 4.7(a), following which if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be canceled converted into and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent only the right to receive the Merger Consideration consideration for Company Common Stock set forth in accordance with Section 2.03(a)4.1, without interest thereon, upon surrender of such Certificate formerly representing such share. compliance with the exchange procedures set forth in Section 4.2(b). (c) The Company shall provide give Parent prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to Section 262 applicable provisions of the DGCL that relates to such demandDelaware Law, and Parent shall have (ii) the opportunity and right to participate in all any negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, negotiate with any holder of Company Common Stock the Company shall not terms of any payment, or make any payment payment, with respect to, to any such demands or offer to settle or settle, settle any such demands, and the Company shall not communicate with any holder of Company Common Stock with respect to such demands, without prior consultation with Parent, except for communications directed to the Company’s stockholders generally or as required by Law.

Dissenting Shares. Notwithstanding Section 2.03SECTION 2.02, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who if any such vote or consent is entitled to appraisal required, and who has properly exercised demanded appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, all Dissenting Shares shall no longer be entitled outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such shares Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if. If, after the Effective Time, such holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Consideration payable in accordance with Section 2.03(a)respect of such Shares pursuant to SECTION 2.02, without any interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent give Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandShares, and Parent Buyer shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of ParentBuyer, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

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

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

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

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

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a "Dissenting Shareholder"), if any, who has not voted in favor of adoption of this Agreement or consented thereto in writingthe right to demand, who is entitled to appraisal and who has properly exercised demands, an appraisal rights for of such shares in accordance with Section 262 85 of the DGCL MBCL or any successor provision ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration but instead shall be entitled unless such Dissenting Shareholder fails to payment 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 appraised value of MBCL, such shares in accordance holder shall have with Section 262 respect thereto solely the rights provided under Sections 86 through 98, inclusive, of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifMBCL. If, after the Effective Time, such holder Dissenting Shareholder fails to perfect, perfect or otherwise loses or withdraws or loses any such holder’s right to appraisal, pursuant to Section 262 each such share of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Dissenting Shareholder shall be treated as if they a share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with this Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share2.1. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDissenting Shares, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding Section 2.03anything to the contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor made a proper demand for appraisal of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL and who has otherwise complied with all applicable provisions of Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration in accordance with Section 2.03(a1.5, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. (b) Subject to Section 1.5(c), if any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive Merger Consideration in accordance with Section 1.5, without interest thereon, upon surrender of such the Company Stock Certificate formerly representing such share. shares. (c) The Company shall provide Parent give Parent: (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stockprior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, DGCL; and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demandsdemand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer prior to the Effective Time with respect to, or offer to settle or settle, any such demandsdemand, notice or instrument unless Parent shall have given its written consent to such payment or settlement offer.

Dissenting Shares. Notwithstanding Section 2.03any other provision of this Agreement to the contrary, shares of Company Common Consolidated Capital Stock issued and that are outstanding immediately prior to the Effective Time or the Merger 2 Effective Time, as the case may be, and which are held by a holder stockholders who has shall have not voted in favor of adoption of this Agreement Merger 1 or Merger 2 or consented thereto in writing, writing and who is shall have properly demanded and are entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into a or represent the right to receive the Per Share Merger Consideration but Consideration, if any. Such stockholders instead shall only be entitled to receive payment of the appraised value of such shares of Consolidated Capital Stock held by them in accordance with the provisions of Section 262 of the DGCL, following which except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have waived, withdrawn, or otherwise are not entitled to, the right to appraisal of such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to of Consolidated Capital Stock under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled thereupon be deemed to the relief provided by Section 262 of the DGCLhave been canceled and converted into and to have become exchangeable, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into or the Merger 2 Effective Time, as applicable, for the right to receive the Merger Consideration in accordance with Section 2.03(a)receive, without any interest thereon, the Per Share Merger Consideration to which such shares of Consolidated Capital Stock are entitled pursuant to this Agreement, if any, upon surrender of such Certificate formerly representing such sharein the manner provided in Section 3.2. The Company shall provide (a) give Parent prompt written notice of any notice or demand for appraisal or payment for shares of Consolidated Capital Stock or any withdrawals of such demands received by the Company for appraisal of shares of Company Common StockCompany, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and (b) give Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demands. Except with demands and (c) not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands. Any payments made with respect to the Dissenting Shares shall be made from the cash accounts of the Company that exist immediately prior to the Effective Time.

Dissenting Shares. Notwithstanding Section 2.03, shares (i) Shares of Company Xxxxxx Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of Xxxxxx Common Stock who has have not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal the Merger and who has have properly exercised appraisal demanded and perfected their rights for to be paid the fair value of such shares of Xxxxxx Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration but instead Consideration, and the holders thereof shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifif any such stockholder of Xxxxxx shall fail to perfect or shall effectively waive, after the Effective Time, withdraw or lose such holder fails to perfect, withdraws or loses such holderstockholder’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 rights under Section 262 of the DGCL, such stockholder’s shares of Company Xxxxxx Common Stock shall in respect of which the stockholder would otherwise be treated as if they had been converted as entitled to receive fair value under Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time Time, into the right to receive the Merger Consideration in accordance with Section 2.03(a), without any interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide . (ii) Xxxxxx will give Parent (x) prompt written notice of any demands notice received by Xxxxxx of intent to demand the Company for appraisal fair value of any shares of Company Xxxxxx Common Stock, any withdrawal withdrawals of any such demand notices and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have received by Xxxxxx and (y) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsthe exercise of dissenters’ rights under Section 262 of the DGCL. Except Xxxxxx shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any such exercise of dissenters’ rights or offer to settle or settle, settle any such demandsrights.

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

Dissenting Shares. Notwithstanding Section 2.032.4(b), shares with respect to each share of Company Common Stock issued and outstanding immediately prior as to which the Effective Time and held by a holder who has not voted in favor thereof shall have properly complied with the provisions of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right as to receive appraisal rights (the Merger Consideration but instead “Dissenting Shares”), if any, such holder shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised appraisal value of such shares Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if(i) if any holder of Dissenting Shares, after under the Effective Timecircumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to perfect, withdraws or loses such holder’s right establish his entitlement to appraisal, pursuant to Section 262 of appraisal rights as provided in the DGCL or (iii) if a court any holder of competent jurisdiction shall determine Dissenting Shares takes or fails to take any action the consequences of which is that such holder is not entitled to the relief provided by payment for his shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and each such share of Company Common Stock shall thereafter be treated as if they had deemed to have been converted into and have become, as of the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)receive, without interest thereon, upon surrender of such Certificate formerly representing such shareMerger Consideration. The Company shall provide Parent give the Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandshares, and Parent the Buyer shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands except as required by applicable Law. Except The Company shall not, except with the prior written consent of Parentthe Buyer, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands, unless and to the extent required to do so under applicable Law. 4. Section 7.2

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

Dissenting Shares. a. Notwithstanding Section 2.03any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not shall have neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such Dissenting Shares shall cease to exist and be converted into a and represent solely the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 2.02, of the certificate or certificates that formerly evidenced such Shares. b. The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such Certificate formerly representing such sharedemands, and any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

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

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

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

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

Dissenting Shares. (a) Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and properly demands appraisal and who has properly exercised appraisal rights for such shares Shares in accordance with Section 262 of the DGCL shall (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration but instead unless such holder fails to perfect or effectively withdraws or otherwise loses his, her, or its right to appraisal. Instead, at the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and from and after the Effective Time, a holder of Shares who has properly exercised appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled only to receive payment of the appraised value of such shares Shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifunless, after the Effective Time, such holder fails to perfect, effectively withdraws or loses such holder’s his, her, or its right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by appraisal in accordance with Section 262 of the DGCL, in which case such shares of Company Common Stock shall Dissenting Shares will be treated as if they such Shares had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereonthereon and less any applicable tax withholding, upon surrender of such the Certificate formerly representing such share. or Certificates, pursuant to Section 3.1. (b) The Company shall provide Parent with prompt written notice of any demands for appraisal (including copies of any written demands), withdrawals of such demands, and any other instruments received by the Company for appraisal from holders of shares Shares relating to rights of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandappraisal, and Parent shall will have the opportunity and right to participate in direct the conduct of all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemands for appraisal.

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

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, if required by the CGCL, but only to the extent required thereby, shares of Company Common Capital 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 Capital Stock who has have not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal the Merger and who has have properly exercised appraisal rights for such shares with respect thereto in accordance with Section 262 1300 of the DGCL shall CGCL (the "Dissenting Shares") will not be converted into a exchangeable for the right to receive the Merger Consideration but instead shall consideration specified herein, and holders of such shares of Company Capital Stock will be entitled to receive payment of the appraised value of such shares of Company Capital Stock in accordance with Section 262 the provisions of California Law unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifCGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLright, such shares of Company Common Capital Stock shall will thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)consideration specified herein, without any interest thereon, upon surrender of and such Certificate formerly representing such shareconsideration shall be subject to Section 3.5(a). The Company shall provide give Parent prompt written (A) notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (B) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. Except The Company will not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemand.

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

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

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.032.3), shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal demand and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares of Company Capital Stock, the "Dissenting Shares") shall not be converted into a the right to receive the Merger Consideration but instead consideration set forth in Section 2.1. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to payment the rights granted to them under Section 262 of the appraised value of DGCL. If any such shares in accordance with holder fails to perfect or otherwise waives, withdraws or loses such holder's right to appraisal under Section 262 of the DGCL, following which then such shares Dissenting Shares shall automatically be canceled and shall cease deemed to exist; providedhave been converted, however, that if, after as of the Effective Time, such holder fails to perfectinto, withdraws or loses such holder’s right to appraisaland shall represent only, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration (upon surrender in accordance with Section 2.03(a)2.2) the consideration set forth in Section 2.1, without interest thereoninterest. (b) Prior to the Closing Date, upon surrender of such Certificate formerly representing such share. The the Company shall provide give Parent (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to Section 262 applicable provisions of the DGCL that relates to such demand, (and Parent shall have of any similar demand purportedly made under other applicable Law) and (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Closing Date, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any such demands or offer to settle or settlesettle any such demands other than as required by Law or pursuant to a final court order. Prior to the Closing Date, any written communication to be made by the Company to any holder of Company Capital Stock with respect to such demandsdemands shall be submitted to Parent in advance and the Company shall consider in good faith any input from Parent with regards to such written communication. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 ("Excess Dissenting Share Payments"), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.

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

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

Dissenting Shares. (a) Notwithstanding Section 2.03anything to the contrary contained in this Agreement, shares of Company Common Capital Stock issued and that are outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and properly demands an appraisal and who has properly exercised appraisal rights for of such shares in accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares) shall not be converted into a or represent the right to receive the applicable Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 2.01(c) or Section 2.01(d) and the holder thereof shall be entitled only to such rights as are granted by Section 262 of the DGCLDGCL to a holder of Dissenting Shares. At the Effective Time, following which such shares the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist; provided. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), howeverthen, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 as of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Merger Consideration in accordance with Section 2.03(a2.01(c) or Section 2.01(d), as applicable, without interest thereon, upon surrender of such each Company Stock Certificate formerly representing such share. shares. (c) The Company shall provide give Parent prompt written notice of (i) any demands demand for appraisal pursuant to the DGCL received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 and (ii) any withdrawal of the DGCL that relates to any such demand, and . Parent shall have the opportunity and right to participate in and, after the Closing Date, to direct all negotiations and any Proceedings with respect to any such demandsdemand. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement with respect to, or offer to settle make any payment or settle, settlement prior to the Effective Time with respect to any such demandsdemand unless Parent shall have given its written consent to such payment or settlement offer.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to on the Effective Time and Date which are held of record by a holder shareholders who has shall not have voted such shares in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal the Merger and who has shall have properly exercised appraisal rights for to demand payment of the fair value of such shares in accordance with Section 262 910 of the DGCL NYBCL (the "Dissenting Shares") shall not be converted into a the right to receive any portion of the Adjusted Merger Consideration Consideration, but the holders thereof instead shall be entitled to payment of the appraised fair value of such shares in accordance with the provisions of Section 262 910 of the DGCL, following which such shares shall automatically be canceled and shall cease to existNYBCL (the "Dissenting Consideration"); provided, however, that if, after the Effective Time, (i) if such a holder fails to perfect, withdraws or loses such holder’s right file a notice of election to appraisal, pursuant to dissent in accordance with Section 262 623 of the DGCL NYBCL or, after filing such notice of election, subsequently delivers an effective written withdrawal of such notice or fails to establish his or her entitlement to appraisal rights as provided in Section 623 of the NYBCL, if he or she be so required, or (ii) if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 receive payment for his or her shares or such holder shall otherwise lose his or her appraisal rights, then in either of the DGCLsuch cases, such shares each share of Company Common Stock held of record by such holder or holders shall automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Adjusted Merger Consideration in accordance with Section 2.03(a), without interest thereonConsideration, upon the surrender of such Certificate formerly the certificate or certificates representing such shareDissenting Shares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 payment of the DGCL that relates to fair value of such demandshares, and Parent shall have the opportunity and right to participate in all the negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to, or settle or offer to settle or settle, any such demands.

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

Dissenting Shares. (a) The Company shall comply with all requirements of Section 262 of the DGCL and shall keep Parent promptly informed of all matters relating thereto. (b) Notwithstanding Section 2.03anything in this Agreement to the contrary but only to the extent required by the DGCL, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a any holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who the Merger and is otherwise entitled to appraisal demand, and who has properly exercised appraisal rights demands, to receive payment of the fair value for such shares of Company Capital Stock in accordance with Section 262 of the DGCL (such shares, “Dissenting Shares”) shall not be converted pursuant to Section 2.6(a) into a the right to receive the applicable Merger Consideration but instead shall be entitled unless such holder fails to perfect or otherwise effectively withdraws or loses such holder’s right to receive payment of the appraised fair value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifDissenting Shares. If, after the Effective Time, such holder fails to perfect, withdraws perfect or loses such holder’s its right to appraisal, pursuant to Section 262 of the DGCL demand or if a court of competent jurisdiction shall determine that receive such holder is not entitled to the relief provided by Section 262 of the DGCLpayment, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the applicable Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender of such Certificate formerly representing such share. pursuant to Section 2.6(a). (c) The Company shall provide give Parent (i) prompt written notice and a copy of any notice of any demands received by a Stockholder’s demand for payment or objection to the Company for appraisal of shares of Company Common StockMerger, any withdrawal of any such request to withdraw a demand for payment and of any other demand, notice or instrument delivered to the Company prior to the Effective Time it pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands, objections and requests. Except with the prior written consent of Parent, the Company shall not make any payment with respect toto any such demands, objections and requests and shall not settle (or offer to settle or settle, ) any such demands, objections and requests or approve any withdrawal of the same.

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

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor delivered a written demand for appraisal of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the portion of the Merger Consideration but instead otherwise payable in respect of such shares as provided in Section 2.10 hereof, unless and 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 payment of the appraised value of such shares Dissenting Shares in accordance with the provisions of the DGCL provided that such holder complies with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration otherwise payable in accordance with respect of such shares as provided in Section 2.03(a)2.10 hereof, without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandTime, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands and be consulted with respect to the Company’s response thereto. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.032.3), shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal demand and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares of Company Capital Stock, the "Dissenting Shares") shall not be converted into a the right to receive the Merger Consideration but instead consideration set forth in Section 2. 1. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to payment the rights granted to them under Section 262 of the appraised value of DGCL. If any such shares in accordance with holder fails to perfect or otherwise waives, withdraws or loses such holder's right to appraisal under Section 262 of the DGCL, following which then such shares Dissenting Shares shall automatically be canceled and shall cease deemed to exist; providedhave been converted, however, that if, after as of the Effective Time, such holder fails to perfectinto, withdraws or loses such holder’s right to appraisaland shall represent only, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration (upon surrender in accordance with Section 2.03(a)2.2) the consideration set forth in Section 2.1, without interest thereoninterest. (b) Prior to the Closing Date, upon surrender of such Certificate formerly representing such share. The the Company shall provide give Parent (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to Section 262 applicable provisions of the DGCL that relates to such demand, (and Parent shall have of any similar demand purportedly made under other applicable Law) and (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Closing Date, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any such demands or offer to settle or settlesettle any such demands other than as required by Law or pursuant to a final court order. Prior to the Closing Date, any written communication to be made by the Company to any holder of Company Capital Stock with respect to such demandsdemands shall be submitted to Parent in advance and the Company shall consider in good faith any input from Parent with regards to such written communication. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 ("Excess Dissenting Share Payments"), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares of Company Capital Stock in accordance with Section 262 of the DGCL NRS ("Dissenting Shares") shall not be entitled to vote for any purpose or receive dividends, shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Parent Common Stock in accordance with Section 262 of the DGCL3.1 hereof, following which such shares shall automatically be canceled and shall cease only be entitled to existreceive such consideration as shall be determined pursuant to the NRS; provided, however, that if, after the Effective Time, such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his or her right to appraisal, pursuant appraisal or otherwise fails to Section 262 establish the right to be paid the value of such Stockholder's shares of Company Capital Stock under the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLNRS, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a)3. l hereof, without interest thereon, upon surrender of and such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Capital Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Closing and exclusively by Parent thereafter. In the event that one percent (1%) or more of the DGCL that relates to such demand, and Parent shall have outstanding shares of the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentCompany are Dissenting Shares, the Company Parent has the sole discretion to terminate this Agreement, which shall not make forthwith become void and of no further force and effect and the parties hereto shall be released from any payment with respect toand all obligations hereunder; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations , warranties, covenants or offer to settle or settle, any such demandsagreements set forth in this Agreement.

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

Dissenting Shares. Notwithstanding Section 2.03any other provision of this Agreement to the contrary, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of adoption of this Agreement the Mergers or consented thereto in writing, writing and who is shall have properly demanded and are entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into a or represent the right to receive the Merger Consideration but Consideration. Such stockholders instead shall only be entitled to receive payment of the appraised value of such shares of Common Stock held by them in accordance with the provisions of Section 262 of the DGCL, following which except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have waived, withdrawn, or otherwise are not entitled to, the right to appraisal of such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to of Common Stock under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled thereupon be deemed to the relief provided by Section 262 of the DGCLhave been canceled and converted into and to have become exchangeable, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into Time, for the right to receive receive, without any interest thereon, the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such sharein the manner provided in Section 2.9. The Company shall provide (i) give Parent prompt written notice of any notice or demand for appraisal or payment for shares of Common Stock or any withdrawals of such demands received by the Company for appraisal of shares of Company Common StockCompany, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and (ii) give Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demands. Except with demands and (iii) not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

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

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

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

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

Dissenting Shares. (a) Notwithstanding Section 2.03anything to the contrary contained in this Agreement, any shares of capital stock of the Company Common Stock issued and outstanding immediately prior to that, as of the Effective Time and held by a holder who has not voted in favor Time, are or may become shares seeking rights of adoption of this Agreement or consented thereto in writing, who is entitled appraisal pursuant to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration in accordance with Section 2.03(a)1.5, without interest thereonand the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL; provided, however, that if (i) the status of any such shares as “dissenting shares" shall not be perfected, (ii) the rights of appraisal relating to such shares shall not be perfected, or (iii) any such shares shall lose their status as “dissenting shares," then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of such Certificate formerly the certificate or certificates representing such share. shares) the Merger Consideration in accordance with the terms of this Agreement. (b) The Company shall provide give Parent (i) prompt written notice of any demands written demand received by the Company for appraisal of prior to the Effective Time to require the Company to purchase shares of capital stock of the Company Common Stock, any withdrawal pursuant to Section 262 of any such demand the DGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDGCL, and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demandsdemand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer prior to the Effective Time with respect to, or offer to settle or settle, any such demandsdemand unless Parent shall have consented in writing to such payment or settlement offer, which consent will not be unreasonably withheld.

Dissenting Shares. (a) Notwithstanding Section 2.03any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, any stockholder who is entitled to demand and properly demands (and does not timely withdraw such demand) appraisal of such Shares (the “Dissenting Shares”) pursuant to, and who has properly exercised appraisal rights for such shares complies in accordance with all respects with, the provisions of Section 262 of the DGCL shall not be converted into a into, or represent the right to receive receive, the Merger Consideration but Consideration. Any such stockholder shall instead shall be entitled to receive payment of the appraised fair value of such shares stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist262; provided, however, that ifall Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, after in accordance with Section 262, or lost such stockholder’s rights to appraisal of such Shares under Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Certificate formerly representing such share. Shares in the manner provided in Section 2.02(b). (b) The Company shall provide give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares any Shares, withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment or agree to make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provision of this Agreement to the contrary, shares of Company Common Stock each Share issued and outstanding immediately prior to the Effective Time and that is held by a any holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who shall have demanded properly, in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into a or represent the right to receive any consideration pursuant to this Agreement. Such shares instead shall, from and after the Merger Consideration but instead Effective Time, be canceled and shall be entitled cease to exist and shall represent only the right to receive payment of the appraised value of such shares Shares held by them in accordance with the provisions of such Section 262 (less any amounts as are required to be deducted and withheld with respect to the making of such payment under the DGCLCode or any provision of any other Law), following which except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares Shares under such Section 262 shall automatically thereupon be canceled deemed to have been converted into and shall cease to exist; providedhave become exchangeable, however, that if, after as of the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into for the right to receive the Merger Consideration in accordance with Section 2.03(a)receive, without any interest thereon, the Per Share Closing Consideration upon surrender in the manner provided in herein, of such the Certificate formerly representing such shareor Certificates. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demandsShares. Except with the prior written consent of Parent, the The Company shall not settle, make any payment payments with respect to, or offer to settle or settle, any such demandsclaim with respect to any Dissenting Shares without the written consent of Parent, which shall not be unreasonably withheld.

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

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

Dissenting Shares. (a) Notwithstanding Section 2.03any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and that are held by a holder holders who has not shall have neither voted in favor of the adoption of this the Agreement or nor consented thereto in writing, who is entitled to appraisal writing and who has shall have demanded properly exercised in writing appraisal rights for such shares Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into a into, or represent the right to receive receive, the Merger Consideration but Consideration. The holders of the Dissenting Shares shall instead shall be entitled to receive after the Effective Time payment of the appraised fair value of such shares the Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL, following which except that all Dissenting Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Dissenting Shares under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled thereupon cease to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had Dissenting Shares and be deemed to have been converted into, as of the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)to which such Shares relate, without any interest thereon, upon surrender of such Certificate formerly representing such share. . (b) The Company shall provide give Parent (i) prompt written notice and a copy of any demands for appraisal received by the Company, withdrawals of such demands, and any other related notices or instruments served pursuant to the DGCL and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything in this Agreement to the Effective Time and contrary, if required by the FBCA (but only to the extent required thereby), any Shares (other than Shares cancelled pursuant to Section 3.01(a)) that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is holders (a) that are entitled to appraisal and properly demand and exercise their dissenters’ rights and who has properly exercised appraisal rights for such shares comply in accordance all respects with the provisions of Section 262 607.1301 to 607.1333 of the DGCL FBCA and (b) who have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment receive, as of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, the Merger Consideration as provided in Section 3.01(b), unless and until such holder fails Person shall have effectively withdrawn or otherwise lost or failed to perfect, withdraws or loses perfect such holderPerson’s right to appraisalappraisal or payment under the FBCA, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that at which time such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into the right to receive Time, the Merger Consideration as provided in accordance with Section 2.03(a)3.01, without interest thereoninterest, upon surrender and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each holder of Dissenting Shares shall be entitled to receive only the payment provided by the provisions of Sections 607.1301 through 607.1333 of the FBCA with respect to such Certificate formerly representing Dissenting Shares, unless and until such sharePerson shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the FBCA. The Company shall provide give Parent prompt written notice of receiving any demands received by the Company for appraisal appraisal, withdrawals or attempted withdrawals of shares of Company Common Stocksuch demands, any withdrawal of any such demand and any other demandinstruments served pursuant to applicable Law with respect to appraisal rights. Parent shall have the right to direct and control all negotiations and proceedings with respect to any such demands, notice withdrawals or instrument delivered to attempted withdrawals of such demands and any other actions in respect of the Company shareholders of the Company’s rights of appraisal; provided that prior to the Effective Time pursuant to Section 262 of Parent shall consult with the DGCL that relates Company and consider in good faith the Company’s advice with respect to such demand, negotiations and Parent proceedings and the Company shall have the opportunity and right to participate in all any such negotiations and Proceedings with respect to such demandsproceedings. Except The Company shall not, except with the prior written consent of Parent, and prior to the Company Effective Time, Parent shall not not, except with the prior written consent of the Company, make any payment with respect to, to any demands for appraisal or offer to settle or settlecompromise, or settle or compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Sections 607.1301 through 607.1333 of the FBCA, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03, shares (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who has have not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal the Merger and who has have properly exercised appraisal demanded and perfected their rights for to be paid the fair value of such shares of Common Stock in accordance with Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into a right to canceled and the holder thereof shall not receive the Merger Consideration but instead as compensation for such cancellation, and the holders thereof shall be entitled to payment only such rights as are granted by Section 262 of the appraised value DGCL; provided, however, that if any such stockholder of the Company shall fail to perfect or shall effectively waive, withdraw or lose such shares in accordance with stockholder's rights under Section 262 of the DGCL, following such stockholder's Shares in respect of which such shares the stockholder would otherwise be entitled to receive fair value under Section 262 of the DGCL shall automatically thereupon be canceled and shall cease deemed to exist; providedhave been canceled, however, that if, after at the Effective Time, and the holder thereof shall be entitled to receive the Merger Consideration (payable without any interest thereon) as compensation for such holder fails cancellation. (b) The Company shall give Parent (i) prompt notice of any notice received by the Company of intent to perfectdemand the fair value of any Shares, withdraws withdrawals of such notices and any other instruments or loses such holder’s right to appraisal, notices served pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled and (ii) the opportunity to direct all negotiations and proceedings with respect to the relief provided by exercise of appraisal rights under Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of ParentParent or as otherwise required by an order, the Company shall not decree, ruling or injunction of a court of competent jurisdiction, make any payment or other commitment with respect to, to any such exercise of appraisal rights or offer to settle or settle, settle any such demandsrights.

Dissenting Shares. Notwithstanding Section 2.03any provision in this Agreement to the contrary, shares of Company Common Stock TBO Shares which are issued and outstanding immediately prior to the Effective Time and held by a holder shareholder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 607.1302 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after FBCA (the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock “TBO Dissenting Shares”) shall be treated as if they had been converted as of the Effective Time into the right to receive payment from Surviving Company with respect thereto and shall not be converted into or be exchangeable for the Merger Consideration right to receive the shares of Parent Common Stock and/or Parent Preferred Stock unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the FBCA. TBO Dissenting Shares shall be treated in accordance with Section 2.03(a)607.1302 of the FBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, without interest thereonsuch holder’s TBO Shares shall thereupon be converted into and become exchangeable only for the right to receive, upon surrender as of such Certificate formerly representing such sharethe Effective Time, shares of Parent Common Stock and/or Parent Preferred Stock in accordance with the terms of this Article III. The Company TBO shall provide give (a) Parent prompt written notice of any written demands received by the Company for appraisal of shares any TBO Shares, attempted withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demandinstruments, notice or instrument delivered served pursuant to the Company prior FBCA and received by TBO relating to rights to be paid the Effective Time pursuant to “fair value” of TBO Dissenting Shares, as provided in Section 262 607.1302 of the DGCL that relates FBCA and (b) Parent the opportunity to such demandparticipate in, and Parent shall have after the opportunity and right to participate in Closing, direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the FBCA. Except TBO shall not, except with the prior written consent of Parent, the Company shall not voluntarily make or agree to make any payment with respect toto any demands for appraisals of TBO Shares. TBO or Surviving Company, or offer to settle or settleas applicable under Section 607.1302 of the FBCA, any shall comply with all notice requirements under such demandssection.

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

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

Dissenting Shares. Notwithstanding Section 2.03, shares (i) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders who has have not voted in favor of or consented to the adoption of this Agreement or consented thereto in writing, and who is are entitled to demand and have properly demanded appraisal and who has properly exercised appraisal rights for of the fair value of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be canceled and converted into a the right to receive the Merger Consideration but instead Consideration, and the holders thereof shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, if any such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 stockholder of the DGCL Company shall fail to perfect or if a court of competent jurisdiction shall determine that effectively waive, withdraw or lose such holder is not entitled to the relief provided by stockholder’s rights under Section 262 of the DGCL, such shares stockholder’s Dissenting Shares in respect of Company Common Stock which the stockholder would otherwise be entitled to receive payment under Section 262 of the DGCL shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right (if otherwise entitled to receive Merger Consideration pursuant to Section 2.1(c)) to receive the Merger Consideration in accordance with Section 2.03(a), 2.1(c) (payable without any interest thereon, upon surrender of such Certificate formerly representing such share. ). (ii) The Company shall provide give Parent prompt written notice of any demands received by the Company written demand for appraisal pursuant to Section 262 of shares the DGCL and any written withdrawals of Company Common Stock, any withdrawal of any such demand notices and any other demand, notice instruments or instrument notices delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and DGCL. Parent shall have the opportunity right to direct negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL, and the Company shall have the right to participate in all such negotiations and Proceedings with respect proceedings. Prior to such demands. Except the Effective Time, neither the Company nor Parent shall, except with the prior written consent of Parentthe other party or as otherwise required by an Order, the Company shall not (x) make any payment or other commitment with respect toto any such exercise of appraisal rights, or (y) offer to settle or settle, settle any such demandsrights or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

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

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

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

Dissenting Shares. Notwithstanding Dissenting Shares shall not be converted into or represent the right to receive any Merger Consideration unless the Dissenting Stockholder holding particular Dissenting Shares has failed to perfect his, her or its right to appraisal under the DGCL in respect of such shares or has properly withdrawn his, her or its demand for appraisal in respect of such shares. If such Dissenting Stockholder has so failed to perfect or has withdrawn his, her or its rights to appraisal in respect of such shares, then such Dissenting Shares shall cease to be Dissenting Shares and shall entitle such Dissenting Stockholder to receive the Merger Consideration as provided in Section 2.032.4(c)(i) in respect of such shares, shares and promptly following the occurrence of such event and upon the surrender of the Company Common Stock issued Certificate(s) representing such Dissenting Shares, the Exchange Agent and outstanding immediately prior the Surviving Company (as applicable) shall deliver to the Effective Time and held by a holder who has not voted of such surrendered Company Certificate(s) the Merger Consideration in favor respect of adoption such shares. The Company shall comply with those provisions of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL shall not which are required to be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided performed by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 the reasonable satisfaction of Parent. The Company shall give Parent (A) prompt notice of any written demands for appraisal under the DGCL that relates actually received by the Company and (B) an opportunity to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, to demands for appraisal under the DGCL or offer to settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder the Company Stockholders who has not voted in favor have demanded and perfected their demands for appraisal of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such shares of Company Capital Stock in accordance with the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the ‘‘Dissenting Shares’’) shall not be converted into a right to receive as described in Section 1.4(a) or (b), as applicable, but shall, by virtue of the Merger Consideration but instead shall Merger, be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifif such holder shall have failed to perfect or shall have effectively withdrawn or lost his, after her or its right to appraisal and payment under the DGCL, such holder’s shares of Company Capital Stock shall thereupon be deemed to have been converted, at the Effective Time, such holder fails to perfectas described in Section 1.4(a) or (b), withdraws or loses such holder’s right to appraisalas applicable, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration set forth in accordance with Section 2.03(a)such provisions, without any interest thereon, upon surrender of such Certificate formerly representing such share. . (b) The Company shall provide give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to received by the Company, withdrawals of such demanddemands, and Parent shall have any other instruments served pursuant to the DGCL with respect to demands for appraisal and received by the Company and (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, the Company shall not make any payment with respect to, to any such demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.032.02, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing, who is entitled to appraisal writing and who has properly exercised demanded appraisal rights for such shares Shares in accordance with Section 262 of the DGCL shall not be converted into a the right to receive the Merger Consideration Consideration, but instead shall be entitled only to payment of the appraised value of such shares in accordance with rights as are granted by Section 262 of the DGCL, following which unless such shares holder fails to perfect, withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. For the avoidance of doubt, Mxxxxx Consideration for Shares subject to appraisal shall automatically be canceled and shall cease not accrue interest, except to exist; provided, however, that ifthe extent required by Applicable Law. If, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s the right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by appraisal under Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted pursuant to Section 2.02(a) as of the Effective Time into into, and shall represent only, the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. Error! Reference source not found.. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, Shares and any withdrawal withdrawals of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demanddemands, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or make an offer to settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding Section 2.03anything to the contrary contained in this Agreement, any shares of capital stock of the Company Common Stock issued and outstanding immediately prior to that, as of the Effective Time and held by a holder who has of Merger I, are or may become "dissenting shares" within the meaning of Section 1300(b) of the CGCL shall not voted be converted into or represent the right to receive Parent Common Stock in favor accordance with Section 1.5 (or cash in lieu of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised appraisal rights for such fractional shares in accordance with Section 262 1.8(d)), and the holder or holders of the DGCL shall not be converted into a right to receive the Merger Consideration but instead such shares shall be entitled only to payment such rights as may be granted to such holder or holders in Chapter 13 of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to existCGCL; provided, however, that ifif the status of any such shares as "dissenting shares" shall not be perfected, after the Effective Timeor if any such shares shall lose their status as "dissenting shares," then, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 as of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time of Merger I or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the Merger Consideration surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 2.03(a1.5 (and cash in lieu of fractional shares in accordance with Section 1.8(d), without interest thereon, upon surrender of such Certificate formerly representing such share. ). (b) The Company shall provide give Parent (i) prompt written notice of any demands written demand received by the Company for appraisal prior to the Effective Time of Merger I to require the Company to purchase shares of capital stock of the Company Common Stock, any withdrawal pursuant to Chapter 13 of any such demand the CGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, CGCL and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demandsdemand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer prior to the Effective Time with respect to, or offer to settle or settle, any such demandsdemand unless Parent shall have consented in writing to such payment or settlement offer.

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

Dissenting Shares. (a) Notwithstanding Section 2.03anything to the contrary contained in this Agreement, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to demand and properly demands an appraisal and who has properly exercised appraisal rights for of such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares”) shall not be converted into a or represent the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 2.01(c) and the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCLDGCL to a holder of Dissenting Shares. At the Effective Time, following which such shares the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, . (b) If any Dissenting Shares shall lose their status as such holder fails (through failure to perfect, withdraws waiver by the holder or loses such holder’s right to appraisalotherwise), pursuant to Section 262 then, as of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Merger Consideration in accordance with Section 2.03(a2.01(c), without interest thereon, upon surrender of such each Company Stock Certificate formerly representing such share. shares. (c) The Company shall provide give Parent prompt written notice of (i) any demands demand for appraisal pursuant to the DGCL received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Time, and (ii) any withdrawal of the DGCL that relates to any such demand, and . Parent shall have the opportunity and right to participate in and, after the Closing Date, to direct all negotiations and any Proceedings with respect to any such demandsdemand. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement with respect to, or offer to settle make any payment or settle, settlement prior to the Effective Time with respect to any such demandsdemand for appraisal unless Parent shall have given its written consent to such payment or settlement offer.

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

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and capital stock of Sarnia that are outstanding immediately prior to the Effective Time and that are held by a holder shareholders who has are entitled to vote and who have not voted such shares in favor of the approval and adoption of this Agreement or consented thereto in writingand the Merger and who, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 section 13.1-733 of the DGCL Virginia Stock Corporation Act, shall have delivered a written notice of intent to demand payment prior to the Shareholder meeting approving the Merger and who thereafter has submitted a written demand for payment in the manner provided in Section 13.1-734 of the Virginia Stock Corporation Act and who otherwise fully complied with the Virginia Stock Corporation Act ("Dissenting Shares") shall not be converted into a or be exchangeable for the right to receive the Merger Consideration provided in Section 3.02 of this Agreement, but instead the holders of such shares shall be entitled to payment of the appraised fair value of such shares in accordance with Section 262 the provisions of the DGCL, following which such shares shall automatically be canceled and shall cease to existVirginia Stock Corporation Act; provided, however, that ifthat: (i) if any holder of Dissenting Shares shall subsequently deliver a written withdrawal of his or her demand for the fair value of such shares (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time); or (ii) if any holder fails to perfect or loses his, her or its dissenter's rights as provided in the Virginia Stock Corporation Act; or (iii) if any holder of Dissenting Shares fails to demand payment within the time periods provided in the Virginia Stock Corporation Act, such holder fails to perfect, withdraws or loses such holder’s shall forfeit the right to appraisal, pursuant to Section 262 the fair value of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock and such shares shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a), without any interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

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

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

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

Dissenting Shares. Notwithstanding Section 2.032.02, shares Shares outstanding as of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has did not voted vote in favor of the adoption of this Agreement (or consented consent thereto in writing, who ) and is entitled to appraisal demand and who has properly exercised appraisal rights for in respect of such shares Shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of for such shares Shares determined in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, effectively withdraws or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of the DGCL DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such shareShares or transfer of such Uncertificated Shares, as the case may be, in accordance with Section 2.03. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockany Shares, any withdrawal of any withdrawals of such demand demands and of any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior to the Effective Time pursuant relating to Section 262 of the DGCL that relates to such demandDGCL, and Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or settlecompromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything in this Agreement to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writingcontrary, who is entitled with respect to appraisal and who has properly exercised appraisal rights for each Dissenting Share, such shares in accordance with Section 262 of the DGCL Dissenting Share shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled cancelled and shall represent the right to payment receive only the payment, solely from the Surviving Corporation, of the appraised appraisal value of such shares the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that if any such Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, following which then the right of such shares shall automatically be canceled and shall cease Person to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to receive those rights under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, cease and such shares of Company Common Stock shall be treated as if they had deemed to have been converted as of the Effective Time into into, and shall represent only the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any written withdrawal or purported withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in control all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not settle, make any payments with respect to or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, in Parent’s sole discretion. Any portion of the Merger Consideration made available to the Payment Agent pursuant to Section 3.3(a) to pay for Company Common Stock for which appraisal rights have been perfected as described in this Section 3.6 shall not make any payment with respect tobe returned to Parent, or offer to settle or settle, any such demandsupon demand.

Dissenting Shares. Notwithstanding Section 2.03, shares Cohoes-Owned Shares ----------------------------------------- (a) Any holders of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is Dissenting Shares shall be entitled to appraisal and who has properly exercised appraisal rights payment for such shares only to the extent permitted by and in accordance with Section 262 the DGCL; provided, however, that if any holder of Dissenting Shares shall forfeit such right to payment, such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the DGCL shall not be converted into a Effective Time, the right to receive the Merger Consideration but instead from Xxxxxx Bank without interest. Dissenting Shares shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to exist; provided, however, that ifnot, after the Effective Time, be entitled to vote for any purpose or receive any dividends or other distributions and shall be entitled only to such holder fails rights as are afforded in respect of Dissenting Shares pursuant to perfectthe DGCL. (b) Cohoes shall give Xxxxxx or Xxxxxx Bank (i) prompt notice of any written objections to the Merger and any written demands for the payment of the fair value of any shares, withdraws withdrawals of such demands, and any other instruments served upon or loses such holder’s right to appraisal, received by Cohoes pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands under the DGCL. Except Cohoes shall not voluntarily make any payment with respect to any demands for payment of fair value and shall not, except with the prior written consent of ParentXxxxxx or Xxxxxx Bank, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such demands. (c) Any Cohoes-Owned Shares shall cease to exist at the Effective Time, the Certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into the Merger Consideration, and no cash or other consideration shall be issued or exchanged therefor.

Dissenting Shares. (a) Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything to the Effective Time and held by a holder who has not voted contrary contained in favor of adoption of this Agreement or consented thereto in writingAgreement, who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL Dissenting Shares shall not be converted into a or represent the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 2.1, but shall be cancelled and any Certificate or Uncertificated Shares representing Dissenting Shares shall represent only such rights as are granted by the DGCL to a holder of Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the DGCLlater of the Effective Time or the date of loss of such status, following which such shares shall automatically thereupon be canceled and shall cease deemed to exist; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)2.1, without interest thereoninterest, upon surrender of such Certificate formerly representing such share. and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall provide Parent give the Parent: (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stockprior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, ; and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demandsdemand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer for an amount in excess of the Merger Consideration prior to the Effective Time with respect to, or offer to settle or settle, any such demandsdemand, notice or instrument unless the Parent shall have given its written consent to such payment or settlement offer, which consent shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares. (a) Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal demand and who properly demands (and has properly exercised not effectively withdrawn or lost such demand) appraisal rights for such shares in accordance with under Section 262 of Delaware Law (collectively, the DGCL shall “Dissenting Shares”), will not be converted into or represent a right to receive the Merger Consideration Consideration, but instead shall the holder of Dissenting Shares will only be entitled to such rights as are provided by Delaware Law, including the right to receive payment of the appraised fair value of such shares holder’s Dissenting Shares in accordance with the provisions of Section 262 of Delaware Law. (b) Notwithstanding the DGCLprovisions of Section 4.6(a), following which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such if any holder fails to perfect, of Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such holder’s right to appraisalappraisal rights under Delaware Law, pursuant to Section 262 then, as of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time and the occurrence of such event, such holder’s shares will automatically be converted into and represent only the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon compliance with the exchange procedures (including the surrender of such the Certificate formerly representing such share. shares) set forth in Section 4.2. (c) The Company shall provide give Parent (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to Section 262 applicable provisions of the DGCL that relates to such demandDelaware Law, and Parent shall have (ii) the opportunity and right to participate in all any negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, negotiate with any holder of Company Common Stock the Company shall not terms of any payment, or make any payment payment, with respect to, to any such demands or offer to settle or settle, settle any such demands, and the Company shall not communicate with any holder of Company Common Stock with respect to such demands, without prior consultation with Parent, except for communications directed to the Company’s stockholders generally or as required by Law.

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

Dissenting Shares. Notwithstanding Section 2.03‎2.6 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal and who has properly exercised and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such shares in accordance with Section 262 of the DGCL, following which such shares shall automatically be canceled and shall cease to existDissenting Shares; provided, however, that if, after the Effective Time, such holder fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)‎2.6.1, without interest thereon, upon surrender of such any Certificate formerly representing such shareShares. The Company shall provide Parent and US HoldCo prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, and Parent and US HoldCo shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of ParentParent and US HoldCo, the Company shall not make any payment with respect to, or offer to settle or settle, or otherwise negotiate any such demands.

Dissenting Shares. (a) Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing, who is entitled to appraisal to, and who has properly exercised perfected, appraisal rights for such shares in accordance with Section 262 Part 13 of the DGCL MBCA (the “Dissenting Shares”), if such Part 13 of the MBCA is determined to be applicable, shall not be converted into a or represent the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 2.1 but shall be entitled only to such rights as are granted by the MBCA to a holder of the DGCL, following which Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder fails (through failure to perfect, withdraws withdrawal or loses such holder’s right to appraisalotherwise), 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 Part 13 of the DGCLMBCA, then, as of the later of the Effective Time or the date of loss of such status, such shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)2.1, without interest thereoninterest, upon surrender of such Certificate formerly representing such share. and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall provide Parent give the Parent: (i) prompt written notice of any demands written demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to Part 13 of shares of Company Common Stockthe MBCA, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 Part 13 of the DGCL MBCA that relates to such demand; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demand, and notice or instrument. The Company shall not settle or pay, or make any payment or settlement offer, prior to the Effective Time with respect to any such demand, notice or instrument or agree to do any of the foregoing unless the Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect given its written consent to such demands. Except with the prior written consent of Parentsettlement, the Company shall not make any payment with respect to, or offer to settle settlement or settle, any such demandspayment offer.