Common use of Dissenting Units Clause in Contracts

Dissenting Units. If, in connection with the Merger, holders of Company Interests shall have demanded and perfected their appraisal rights in accordance with Section 17711.01 and Article 11 of the Act, none of such Dissenting Units shall be converted into a right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to the Act. Each holder of Dissenting Units who, pursuant to the provisions of the Act, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with the Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be converted into the right to receive the consideration payable pursuant to Section 2.3(c) in respect of such shares as if such units had never been Dissenting Units, and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the Payment Condition, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such units. The Company shall give Parent (a) prompt written notice (and in no event more than two Business Days) of (i) any demand received by the Company for appraisal of Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with the Act, and (ii) the withdrawals of such demands and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the Act. The Company agrees that, except with Parent’s prior written consent, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal or exercise of appraisal rights.

Dissenting Units. IfNotwithstanding any other provision of this Agreement of Merger or the Merger Agreement to the contrary, in connection with the Merger, holders of Company Interests shall have demanded issued and perfected their appraisal outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands purchase of such Company Interests for fair market value in accordance with Article 11 of the Act (any such Company Interest being referred to as “Dissenting Units” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under Article 11 of the Act with respect to such membership interests), will not be converted into or represent the right to receive cash in accordance with Section 17711.01 and Article 11 of the Act, none of such Dissenting Units shall be converted into a right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c)5, but shall instead will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to the Act (and at the Effective Time, such Dissenting Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Article 11 of the Act. Each ); provided, however, that if a holder of Dissenting Units whohas failed to perfect or otherwise withdraws or loses such holder’s right to dissent or becomes ineligible for such right to dissent then, pursuant such holder’s Dissenting Units will cease to be Dissenting Units (and the provisions right of such holder to be paid the fair market value of such holder’s Dissenting Units under Article 11 of the Act, becomes entitled to payment ) and will be treated as if they had been converted as of the fair value of such shares shall receive payment therefor in accordance with the Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be converted Effective Time into the right to receive a cash payment, without any interest thereon, determined upon surrender of the consideration payable pursuant to Section 2.3(ccertificate representing such membership interests (if any) in respect of such shares as if such units had never been Dissenting Units, accordance with and Parent shall deliver subject to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in provisions of Section 2.8, following the satisfaction 5 upon surrender of the Payment Condition, the Merger Consideration to which certificate representing such Company Member would have been entitled under Section 2.3(c) with respect to such units. The Company shall give Parent (a) prompt written notice (and in no event more than two Business Days) of (i) any demand received by the Company for appraisal of Company Interests or notice of exercise of a Company Member’s appraisal rights membership interests in accordance with the Act, and (ii) terms of the withdrawals of such demands and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the Act. The Company agrees that, except with Parent’s prior written consent, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal or exercise of appraisal rightsMerger Agreement.

Dissenting Units. If(a) Notwithstanding any provision of this Agreement to the contrary, holders of Limited Partnership Units which are entitled to dissenter’s rights in connection with the MergerMerger under the Act (collectively, holders of Company Interests “Dissenting Units”) shall have demanded and perfected their appraisal rights in accordance with Section 17711.01 and Article 11 of the Act, none of such Dissenting Units shall not be converted into a or represent the right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c), but Consideration. Such holders shall instead be converted into the right entitled to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to the Act. Each holder of Dissenting Units who, pursuant to the provisions of the Act, becomes entitled to in cash payment of the fair value of such shares shall receive payment therefor Dissenting Units held by them in accordance with and as provided by the provisions of the Act, except that all Dissenting Units held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to the payment of fair value for such units under the Act (but only after the value therefor shall thereupon be deemed to have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration payable pursuant to Section 2.3(c) in respect of such shares as if such units had never been Dissenting Units, and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified Merger Consideration described in Section 2.81.05(b)(i), following the satisfaction of the Payment Condition, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(cwithout any interest thereon. (b) with respect to such units. The Company All parties hereto shall give Parent (a) prompt written notice (and in no event more than two Business Days) of the Managing General Partner (i) prompt notice of any demand for payment of fair value received by such party, the Company for appraisal withdrawals of Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with any such demand, and any other instrument served pursuant to the Act, Act and received and (ii) the withdrawals of such demands and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal payment of fair value under the Act. The Company agrees thatNo party to this Agreement shall, except with Parent’s the prior written consentconsent of Parent, it which shall not voluntarily make any payment or offer to be unreasonably withheld, make any payment with respect to, or settle to any demands for payment of fair value or offer to settle, settle or settle any such demand demands; provided, however, that if Parent withholds consent to a recommendation from the Managing General Partner or the Partnership for appraisal payment or exercise settlement of appraisal rightsany such demand, then Parent shall provide a written undertaking to indemnify and hold harmless the Partnership and the Managing General Partner from any and all amounts, including, but not limited to, attorneys’ fees, which may be awarded to the holders of such Dissenting Units in respect of such Dissenting Units, to the extent that the amount of such award is in excess of the amount which the Managing General Partner or Partnership had proposed to pay or offer to pay to the holder of such Dissenting Units.

Dissenting Units. IfNotwithstanding anything in this Agreement to the contrary, Company Units issued and outstanding immediately prior to the Effective Time that are held by any holder who has the right to vote for the Merger and shall not have voted in connection with favor of the Merger, holders of Company Interests consented thereto in writing or otherwise contractually waived their dissenters’ rights and who shall have properly demanded and perfected their appraisal dissenters’ rights for such units in accordance with Section 17711.01 and Article 11 14-11-1002 of the Act, none of such LLC Act (the “Dissenting Units Units”) shall be converted into a right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c), but shall instead not be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to their respective portion of Aggregate Merger Consideration. At the Act. Each holder Effective Time, holders of Dissenting Units who, pursuant shall cease to have any rights with respect thereto and instead shall only be entitled to the provisions rights provided under Section 14-11-1002 of the LLC Act, becomes entitled . All Dissenting Units held by Company Members who shall have failed to payment perfect or who shall have effectively withdrawn or lost their rights under such Section 14-11-1002 of the fair value of such shares LLC Act shall receive payment therefor in accordance with the Act (but only after the value therefor shall thereupon be deemed to have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be converted into and to have become exchangeable for the right to receive the consideration payable pursuant applicable portion of the Aggregate Merger Consideration provided for in Section 2.5(a) (subject to Section 2.3(c) in respect the same rights, contributions and obligations applicable to other Company Units of such shares as if such units had never been the same class and series that are not Dissenting Units), and Parent shall deliver to as of the holder thereofEffective Time, at (or as promptly as reasonably practicable after) without any interest thereon, upon delivery of a Letter of Transmittal in the applicable time or times specified manner provided in Section 2.8, following the satisfaction of the Payment Condition, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such units2.10. The Company shall give Parent (a) serve prompt written notice (to Parent of any demands under such Section 14-11-1002 of the LLC Act and in no event more than two Business Days) of (i) any demand received by the Company for appraisal of Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with the Act, and (ii) the attempted withdrawals of such notices or demands and (b) give Parent the opportunity to participate in and direct all negotiations negotiations, petitions and proceedings with respect to demands for appraisal under such demands. Prior to the Act. The Effective Time, the Company agrees thatshall not, except with Parent’s without the prior written consentconsent of Parent, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal demands, or exercise agree to do any of appraisal rightsthe foregoing.

Dissenting Units. If, Notwithstanding anything in connection with the Merger, holders of Company Interests shall have demanded and perfected their appraisal rights in accordance with Section 17711.01 and Article 11 of the Act, none of such Dissenting Units shall be converted into a right to receive the Merger Consideration otherwise payable this Agreement to the holder of such contrary, Company Common Units that are issued and outstanding immediately prior to the Effective Time and that are held by Members properly exercising dissenter’s rights available under the Dissenter’s Act (the “Dissenting Units (as provided in Section 2.3(c), but Units”) shall instead be converted into the right to receive such consideration as may be determined to be due payment from the Surviving Entity with respect thereto and shall not be converted into or be exchangeable for the right to receive cash or shares of Parent Common Stock unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenter’s Act. Dissenting Units pursuant to the Act. Each holder of Dissenting Units who, pursuant to the provisions of the Act, becomes entitled to payment of the fair value of such shares shall receive payment therefor be treated in accordance with the Act (but only after the value therefor Dissenter’s Act. If any such holder shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails failed to perfect its appraisal as or shall have effectively withdrawn or lost such right to its units of appraisal, such holder’s Company Interests or any Dissenting Common Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately thereupon be converted into and become exchangeable only for the right to receive the consideration payable pursuant to Section 2.3(c) in respect of such shares receive, as if such units had never been Dissenting Units, and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the Payment ConditionEffective Time, cash or shares of Parent Common Stock in accordance with the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such unitsterms of this ARTICLE III. The Company shall give Parent (a) prompt written notice (and in no event more than two Business Days) of Parent: (i) prompt notice of any demand written demands for appraisal of any Company Common Units, any attempted withdrawals of such demands, and any other instruments served pursuant to the Dissenter’s Act and received by the Company for appraisal relating to rights to be paid the “fair value” of Company Interests or notice of exercise of a Company MemberDissenting Units, as provided in the Dissenter’s appraisal rights in accordance with the Act, ; and (ii) the withdrawals of such demands and (b) the opportunity to participate in in, and, after the Closing, direct, all negotiations and proceedings Actions with respect to demands for appraisal under the Dissenter’s Act. The Company agrees thatshall not, except with Parent’s the prior written consentconsent of Parent, it shall not voluntarily make any payment or offer agree to make any payment with respect to, or settle or offer to settle, any such demand demands for appraisal of Company Common Units. The Company or exercise of appraisal rightsthe Surviving Entity, as applicable under the Dissenter’s Act, shall comply with all notice requirements under the Dissenter’s Act.

Dissenting Units. If(a) Notwithstanding any provision of this Agreement to the contrary, holders of Limited Partnership Units which are entitled to dissenter’s rights in connection with the MergerMerger under the Act (collectively, holders of Company Interests “Dissenting Units”) shall have demanded and perfected their appraisal rights in accordance with Section 17711.01 and Article 11 of the Act, none of such Dissenting Units shall not be converted into a or represent the right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c), but Consideration. Such holders shall instead be converted into the right entitled to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to the Act. Each holder of Dissenting Units who, pursuant to the provisions of the Act, becomes entitled to in cash payment of the fair value of such shares shall receive payment therefor Dissenting Units held by them in accordance with and as provided by the provisions of the Act, except that all Dissenting Units held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to the payment of fair value for such units under the Act (but only after the value therefor shall thereupon be deemed to have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration payable pursuant to Section 2.3(c) in respect of such shares as if such units had never been Dissenting Units, and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified Merger Consideration described in Section 2.81.05(b)(i), following the satisfaction of the Payment Condition, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(cwithout any interest thereon. (b) with respect to such units. The Company All parties hereto shall give Parent (a) prompt written notice (the RESI II Fund and in no event more than two Business Days) of the ERG Affiliate (i) prompt notice of any demand for payment of fair value received by such party, the Company for appraisal withdrawals of Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with any such demand, and any other instrument served pursuant to the Act, Act and received and (ii) the withdrawals of such demands and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal payment of fair value under the Act. The Company agrees thatNo party to this Agreement shall, except with Parent’s the prior written consentconsent of the RESI II Fund, it which shall not voluntarily make any payment or offer to be unreasonably withheld, make any payment with respect to, or settle to any demands for payment of fair value or offer to settle, settle or settle any such demand demands; provided, however, that if the RESI II Fund withholds consent to a recommendation from the General Partner or the Partnership for appraisal payment or exercise settlement of appraisal rightsany such demand, then the RESI II Fund shall provide a written undertaking to indemnify and hold harmless the Partnership and the General Partner from any and all amounts, including, but not limited to, attorneys’ fees, which may be awarded to the holders of such Dissenting Units in respect of such Dissenting Units, to the extent that the amount of such award is in excess of the amount which the General Partner or Partnership had proposed to pay or offer to pay to the holder of such Dissenting Units.

Dissenting Units. IfNotwithstanding any other provisions of this Agreement to the contrary, Units that are issued and outstanding immediately prior to the Effective Time and that are held by a Person who shall not have voted in connection with favor of the Merger, holders of Company Interests Merger or consented thereto in writing or who shall have demanded and perfected their properly in writing appraisal rights for such shares in accordance with Section 17711.01 and Article 11 18-210 of the Act, none of such Delaware Law (“Dissenting Units Units”) shall not be converted into a right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c), but shall instead be converted into or represent the right to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to the Actany Merger Consideration. Each holder The holders of Dissenting Units who, pursuant (the “Dissenting Unitholders”) shall be entitled to receive payment from the provisions Equityholders’ Representative of the Act, becomes entitled to payment of the fair appraised value of such shares shall receive payment therefor Units held by them in accordance with the Act provisions of such Section 18-210 (but only after the value therefor “Appraised Value”), except that all Dissenting Units held by a Person who shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails failed to perfect or who effectively shall have withdrawn or lost his, her or its rights to appraisal as of such Units under such Section 18-210 shall thereupon be deemed to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the consideration payable pursuant to Section 2.3(c) in respect of such shares as if such units had never been Dissenting Unitsreceive, and Parent shall deliver to the holder thereofwithout any interest thereon, at (or as promptly as reasonably practicable after) the an applicable time or times specified in Section 2.8, following the satisfaction portion of the Payment ConditionDissenting Merger Consideration, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such units. The Company shall give Parent (a) prompt written notice (and in no event more than two Business Days) of (i) any demand received by the Company for appraisal of Company Interests or notice of exercise of a Company Member’s appraisal rights computed in accordance with Schedule 2.03, which shall be paid by the Act, and (ii) Equityholders’ Representative. Neither the withdrawals of such demands and (b) Company nor the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the Act. The Company agrees thatAcquiror shall, except with Parent’s the prior written consentconsent of the Equityholders’ Representative, it which consent shall not be unreasonably withheld or delayed, voluntarily make any payment or offer to make any payment with respect toto any demands for appraisal of Units, or settle or offer to settle, settle any demands or approve any withdrawal of any such demand for appraisal or exercise of appraisal rightsdemands.

Dissenting Units. IfNotwithstanding any provision of this Agreement to the contrary, including Section 2.08, Units issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in connection with the Merger, holders favor of Company Interests shall have demanded adoption of this Agreement or consented thereto in writing and perfected their who has properly exercised appraisal rights with respect to such Units in accordance with Section 17711.01 and Article 11 of the Act, none of LLC Act (such Units being referred to collectively as the “Dissenting Units Units” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the LLC Act with respect to such Units) shall not be converted into a right to receive a portion of the Merger Consideration otherwise payable to the holder of such Dissenting Units (as provided in Section 2.3(c)Consideration, but instead shall instead be converted into entitled to only such rights as are granted by the LLC Act; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to receive such consideration as may be determined to be due with respect to such Dissenting Units appraisal pursuant to the Act. Each LLC Act or if a court of competent jurisdiction shall determine that such holder of Dissenting Units who, pursuant is not entitled to the provisions relief provided by the LLC Act, such Units shall be treated as if they had been converted as of the Act, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with the Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately be converted Effective Time into the right to receive the consideration payable portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.3(c) in respect of such shares as if such units had never been Dissenting Units2.08(a), and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the Payment Condition, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such unitswithout interest thereon. The Company shall give provide Parent (a) prompt written notice (and in no event more than two Business Days) of (i) any demand demands received by the Company for appraisal of Units, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with prior to the ActEffective Time pursuant to the LLC Act that relates to such demand, and (ii) Parent and the withdrawals of such demands and (b) the opportunity to Company shall jointly participate in all negotiations and proceedings with respect to demands for appraisal under the Actsuch demands. The Company agrees thatshall provide Parent and Member Representative prompt written notice of any demands received by the Company for appraisal of Units, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company after the Effective Time pursuant to the LLC Act that relates to such demand, and Parent and Member Representative shall jointly participate in all negotiations and proceedings with respect to such demands. Neither Parent nor the Company (prior to the Effective Time) or Member Representative (after the Effective Time) shall, except with Parent’s the prior written consentconsent of the other, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal or exercise of appraisal rightsdemands.

Dissenting Units. If, in connection with the Merger, holders of Company Interests shall have demanded and perfected their appraisal rights in accordance with Section 17711.01 and Article 11 of the Act, none of such Dissenting Units shall be converted into a right to receive the Merger Consideration otherwise payable (a) Notwithstanding anything to the holder of such contrary in this Agreement, any Company Units that are issued and outstanding immediately prior to the Effective Time that are held by Company Members properly exercising dissenter’s rights available under the Dissenter’s Act (the “Dissenting Units (as provided in Section 2.3(c), but Units”) shall instead be converted into the right to receive such consideration as may be determined to be due payment from the Surviving Entity with respect thereto and shall not be converted into or be exchangeable for the right to receive cash or other consideration therefor unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenter’s Act. Dissenting Units pursuant to shall be treated in accordance with the Dissenter’s Act. Each If any holder of Dissenting Units who, pursuant to the provisions of the Act, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with the Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails failed to perfect its appraisal as or shall have effectively withdrawn or lost such right to its units of appraisal, such holder’s Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately thereupon be converted into and become exchangeable only for the right to receive receive, as of the consideration payable pursuant to Section 2.3(c) Effective Time, such holder’s applicable portion of the Final Merger Consideration, without interest, in respect of such shares as if such units had never been Dissenting Units, and Parent shall deliver Company Units in accordance with Section 2.6(b). (b) Prior to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the Payment ConditionClosing, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such units. The Company shall give to Parent (ai) prompt written notice (and in no event more than two Business Days) of (i) any demand received by the Company demands for appraisal of rights with respect to any Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with the ActUnits, and (ii) the attempted withdrawals of such demands and any other instruments served pursuant to the Dissenter’s Act and received by the Company relating to appraisal rights and (bii) the opportunity to participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under rights. Except with the Act. The Company agrees that, except with Parent’s prior written consentconsent of Parent, it prior to the Closing, and the Member Representative, after the Closing (in each case, not to be unreasonably withheld, conditioned or delayed by Parent and/or the Member Representative, as applicable), the Company shall not voluntarily make any payment or offer to make any payment with respect to, to any demands for appraisal rights or settle or offer to settle, any such demand demands for appraisal or exercise of appraisal rights.

Dissenting Units. If(a) Notwithstanding any other provisions of this Agreement to the contrary, in connection with the Merger, holders of any Company Interests shall have demanded and perfected their Units held by a holder who has not effectively withdrawn or lost such holder’s appraisal rights in accordance with Section 17711.01 and Article 11 of under the Act, none of such Xxxxxxx-Xxxxxx Limited Liability Company Act (“Dissenting Units Units”) shall not be converted into or represent a right to receive the Merger Consideration otherwise payable to consideration for Company Units set forth in Section 1.6 hereof, but the holder of such Dissenting Units (as provided in Section 2.3(c), but thereof shall instead only be converted into the right to receive such consideration as may be determined to be due with respect entitled to such Dissenting Units pursuant to rights as are provided by the Xxxxxxx-Xxxxxx Limited Liability Company Act. Each . (b) Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Dissenting Units whoshall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under the Xxxxxxx-Xxxxxx Limited Liability Company Act, pursuant to the provisions then, as of the Act, becomes entitled to payment later of the fair value Effective Time and the occurrence of such event, such holder’s shares shall receive payment therefor in accordance with the Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the Act). In the event that any Company Member fails to make an effective demand for payment or fails to perfect its appraisal as to its units of Company Interests or any Dissenting Units shall otherwise lose their status as Dissenting Units, then any such units shall immediately automatically be converted into and represent only the right to receive the consideration payable pursuant for Company Units, as applicable, set forth in Section 1.6 hereof, without interest thereon, and subject to the provisions of Section 2.3(c) in respect 1.8, upon surrender of such shares as if such units had never been Dissenting Company Units, and Parent shall deliver to the holder thereof, at . (or as promptly as reasonably practicable afterc) the applicable time or times specified in Section 2.8, following the satisfaction of the Payment Condition, the Merger Consideration to which such Company Member would have been entitled under Section 2.3(c) with respect to such units. The Company shall give Parent (a) prompt written notice (and in no event more than two Business Days) of Purchaser (i) prompt notice of any written notice of intent to demand appraisal under the Xxxxxxx-Xxxxxx Limited Liability Company Act or demand for appraisal under the Xxxxxxx-Xxxxxx Limited Liability Company Act received by the Company for appraisal of Company Interests or notice of exercise of a Company Member’s appraisal rights in accordance with the ActCompany, and (ii) the withdrawals of such demands and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the Actsuch demands. The Company agrees thatshall not, except with Parent’s the prior written consentconsent of Purchaser, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle to any such demands or offer to settle, settle or settle any such demand demands and shall not provide an estimate of fair value without Purchaser’s prior review and comment. Notwithstanding the foregoing, to the extent that Purchaser or the Company (A) makes any payment or payments in respect of any Dissenting Units in excess of the consideration that otherwise would have been payable in respect of such Company Units in accordance with this Agreement or (B) incurs any other costs or expenses in respect of any Dissenting Units (excluding payments for appraisal or exercise such Company Units) (together “Dissenting Unit Payments”), Purchaser shall be entitled to recover under the terms of appraisal rightsArticle VI hereof the amount of such Dissenting Unit Payments.