Common use of No Exercise of Appraisal Rights; Waivers Clause in Contracts

No Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder breaches any duty that such Stockholder has (or may be alleged to have) to the Company or to the other Company stockholders; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

No Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that the Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the Company Board, breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCLDelaware General Corporation Law, a copy of which is attached hereto as Appendix I, and Chapter 13 of the California Corporations Code, as amended, a copy of which is attached hereto as Appendix II, with respect to any Subject Shares and any and all rights under any other applicable Law granting the Stockholder the right to have any Subject Shares appraised in connection with the Contemplated Transactions or to otherwise dissent from the Contemplated Transactions, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the board of directors of the Company (the “Company Board”), breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, provided that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementCompany.

No Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityEntity, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder breaches any duty that such Stockholder has (or may be alleged to have) to the Company or to the other Company stockholders; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

No Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the Parent Board, breaches any fiduciary duty that such Stockholder has (of the Parent Board or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementParent.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Legal Requirements, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under set forth in Section 262 of the DGCL) and Delaware Law (or any other similar applicable state Legal Requirements), with respect to any Securities, (b) agrees that Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise or assert any dissenters’ or appraisal rights in respect of any Securities, and (c) agrees that Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, or the Stockholder approval of the Share Exchange Agreement by the board of directors of Company, breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the board of directors of Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementCompany.

No Exercise of Appraisal Rights; Waivers. The Stockholder In connection with the Contemplated Transactions, the Shareholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and set forth in the WBCA (or any other similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue ofapplicable Law), or with respect toto any Subject Shares, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder Shareholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (c) agrees that the Shareholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Shareholder, or the approval of the Merger Agreement by the board of directors of C3J Therapeutics (the “C3J Therapeutics Board”), breaches any fiduciary duty of the C3J Therapeutics Board or any member thereof; provided that such Stockholder has (or may be alleged to have) to the Company or to the other Company stockholders; provided, that (x) the Stockholder Shareholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder Shareholder that relates solely to the StockholderShareholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementC3J Therapeutics.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Legal Requirements, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under set forth in Section 262 of the DGCLDGCL (or any other similar applicable state Legal Requirement), with respect to any Subject Shares, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the Threshold Board of Directors, breaches any fiduciary duty that such Stockholder has (of the Threshold Board of Directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementThreshold.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and to the extent permitted under applicable Legal Requirements, the applicability of the provisions for dissenters’ or appraisal rights set forth in the Companies Act (or any other similar applicable Legal Requirement), with respect to any Subject Shares, (b) agrees to cause to be waived and to prevent that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise of, any rights of appraisal, any dissenters’ or appraisal rights and in respect of any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue ofSubject Shares, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Plan of Merger by the Galena Board of Directors, breaches any fiduciary duty that such Stockholder has (of the Galena Board of Directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementGalena.

No Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder breaches any duty that such Stockholder the Company Board has (or may be alleged to have) to the Company or to the other Company stockholders; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and to the extent permitted under applicable Legal Requirements, the applicability of the provisions for dissenters’ or appraisal rights set forth in the Companies Act (or any other similar applicable Legal Requirement), with respect to any Subject Shares, (b) agrees to cause to be waived and to prevent that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise of, any rights of appraisal, any dissenters’ or appraisal rights and in respect of any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue ofSubject Shares, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Plan of Merger by the Target Board of Directors, breaches any fiduciary duty that such Stockholder has (of the Target Board of Directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementTarget.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and to the extent permitted under applicable Legal Requirements, the applicability of the provisions for dissenters’ or appraisal rights set forth in the Companies Act (or any other similar applicable Legal Requirement), with respect to any Subject Shares, (b) agrees to cause to be waived and to prevent that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise of, any rights of appraisal, any dissenters’ or appraisal rights and in respect of any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue ofSubject Shares, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Plan of Merger by the Parent Board of Directors, breaches any fiduciary duty that such Stockholder has (of the Parent Board of Directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementParent.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Legal Requirements, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under set forth in Section 262 of the DGCLDGCL (or any other similar applicable state Legal Requirement), with respect to any Subject Shares, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the Arcturus Board of Directors, breaches any fiduciary duty that such Stockholder has (of the Arcturus Board of Directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementArcturus.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under set forth in Section 262 of the DGCLDGCL (or any other similar applicable state Law), with respect to any Subject Securities, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise or assert any dissenters’ or appraisal rights in respect of any Subject Securities, and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityEntity, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Business Combination Agreement by the Company Board, breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementCompany.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and to the extent permitted under applicable Legal Requirements, the applicability of the provisions for dissenters’ or appraisal rights set forth in the Companies Act (or any other similar applicable Legal Requirement), with respect to any Subject Shares, (b) agrees to cause to be waived and to prevent that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise of, any rights of appraisal, any dissenters’ or appraisal rights and in respect of any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue ofSubject Shares, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Plan of Merger by the Sellas Board of Directors, breaches any fiduciary duty that such Stockholder has (of the Sellas Board of Directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementSellas.

No Exercise of Appraisal Rights; Waivers. The (a). In connection with the Contemplated Transactions, each Company Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and set forth in Section 00-00-000 of the WBCA (or any other similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue ofapplicable state Law), or with respect toto any Company Stock, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that such Company Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Company Stock, and (c) agrees that such Company Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Company Stockholder, or the Stockholder approval of the Agreement by the Company’s board of directors, breaches any fiduciary duty that such Stockholder has (of the Company’s board of directors or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the such Company Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the such Company Stockholder that relates solely to the such Company Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementCompany.

No Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that the Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the Parent Board, breaches any fiduciary duty that such Stockholder has (of the Parent Board or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company Parent and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) Delaware General Corporation Law, a copy of which is attached hereto as Appendix I, with respect to any Subject Shares and any and all rights under any other applicable Law granting Stockholder the right to have any Subject Shares appraised in connection with the Contemplated Transactions or to otherwise dissent from the Contemplated Transactions, (b) agrees that Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (c) agrees that Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, or the Stockholder approval of the Merger Agreement by the board of directors of the Company (the “Company Board”), breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, provided that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementCompany.

No Exercise of Appraisal Rights; Waivers. The Stockholder Advisor hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder the Advisor may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder Advisor will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Advisor, or the approval of the Merger Agreement by the Parent Board, breaches any fiduciary duty that such Stockholder has (of the Parent Board or may be alleged to have) to the Company or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder Advisor may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder Advisor that relates solely to the StockholderAdvisor’s, the Stockholders’ or their Affiliate’s or designee’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementParent.

No Exercise of Appraisal Rights; Waivers. The Stockholder Advisor hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder the Advisor may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL) and (b) agrees that the Stockholder Advisor will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Advisor, or the approval of the Merger Agreement by the Company Board, breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder Advisor may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder Advisor that relates solely to the Advisor’s, any Stockholder’s or their Affiliate’s or designee’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder Advisor from enforcing the StockholderAdvisor’s rights under this Agreement and the other agreements entered into by the Stockholder Advisor in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s Stockholders’ right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights the applicability of appraisal, any the provisions for dissenters’ or appraisal rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under set forth in Section 262 of the DGCLDGCL (or any other similar applicable state Law), with respect to any Subject Shares, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise or assert any dissenters’ or appraisal rights in respect of any Subject Shares, and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the Company Board, breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.Company. ARTICLE II

No Exercise of Appraisal Rights; Waivers. The In connection with the Contemplated Transactions, the Stockholder hereby irrevocably and unconditionally expressly (a) waives, and agrees to cause to be waived and to prevent the exercise ofextent permitted under applicable Law, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCLDelaware General Corporation Law, a copy of which is attached hereto as Appendix I, with respect to any Subject Shares and any and all rights under any other applicable Law granting the Stockholder the right to have any Subject Shares appraised in connection with the Contemplated Transactions or to otherwise dissent from the Contemplated Transactions, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (bc) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute prosecute, participate in or voluntarily aid or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityBody, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder Stockholder, or the approval of the Merger Agreement by the board of directors of the Company (the “Company Board”), breaches any fiduciary duty that such Stockholder has (or may be alleged to have) to of the Company Board or to the other Company stockholdersany member thereof; provided, provided that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger AgreementCompany.