Common use of Shares of Dissenting Holders Clause in Contracts

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Share in accordance with the provisions of Section 262 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The Company shall (i) give Parent prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing and (ii) give Parent the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive receive, the appraised Merger Consideration pursuant to Section 3.01(c) with respect to Company Shares, the preferred shares of the Surviving Company as described in Section 3.01(d) with respect to Series A Preferred Shares or the preferred shares of the Surviving Company as described in Section 3.01(e) with respect to Series B Preferred Shares, and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails Bermuda Companies Act (the “Appraised Fair Value”) is greater than, the Merger Consideration with respect to comply with Company Shares, the provisions of Section 262 value of the DGCL preferred shares of the Surviving Company as described in Section 3.01(d) with respect to Series A Preferred Shares or effectively withdraws or otherwise loses such holder’s rights the value of the preferred shares of the Surviving Company, as described in Section 3.01(e) with respect to Series B Preferred Shares, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLmade within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses such holder’s rights otherwise waives any right to receive payment under Section 262 of the DGCLappraisal (each, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Sharesan “Appraisal Withdrawal”), and such holder shall have no other rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares other than as contemplated by Section 2.013.01. (c) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications communication received by the Company or its Representatives in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, each Time held by holders who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Share shall automatically be canceled (but Shares") shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the Merger Consideration as described in Section 2.1(c), but holders of such shares shall be entitled to receive payment of the appraised fair value of such Dissenting Share shares in accordance with the provisions of such Section 262; provided, however, that any Dissenting Shares held by a holder who shall thereafter have failed to perfect or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost the right to appraisal as provided in Section 262 of the DGCL unless and until such holder fails shall thereupon be deemed to comply with have been converted, at the provisions of Effective Time, into the right to receive the Merger Consideration as described in Section 262 2.1(c) upon surrender (in the manner provided in Section 2.2) of the DGCL Certificate or effectively withdraws or otherwise loses Certificates that, immediately prior to the Effective Time, evidenced such holder’s rights to receive payment under Section 262 shares of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Company Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) Stock. The Company shall give Parent (i) give Parent prompt written notice of any written demands for appraisal of Dissenting Shares any shares, attempted withdrawals of such demands, and any other written instruments, notices, petitions or other communications instruments served pursuant to the DGCL that are received by the Company or its Representatives in connection with the foregoing relating to shareholders' rights of appraisal and (ii) give Parent the opportunity to participate with the Company in any settlement direct all negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesDGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Merger Consideration pursuant to Section 3.01(c) with respect to Company Shares, the preferred shares of the Surviving Company as described in Section 3.01(d) with respect to 5.95% Preference Shares or the preferred shares of the Surviving Company as described in Section 3.01(e) with respect to 5.625% Preference Shares, and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails Bermuda Companies Act (the “Appraised Fair Value”) is greater than, the Merger Consideration with respect to comply with Company Shares, the provisions of Section 262 value of the DGCL preferred shares of the Surviving Company as described in Section 3.01(d) with respect to 5.95% Preference Shares or effectively withdraws or otherwise loses such holder’s rights the value of the preferred shares of the Surviving Company, as described in Section 3.01(e) with respect to 5.625% Preference Shares, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLmade within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or exercise, effectively withdraws or loses such holder’s rights otherwise waives any right to receive payment under Section 262 of the DGCLappraisal (each, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Sharesan “Appraisal Withdrawal”), and such holder shall have no other rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares other than as contemplated by Section 2.013.01. (c) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions petitions, or other communications communication received by the Company or its Representatives in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle settle, or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any holder of Shares with respect to which dissenters' rights, if any, are granted by reason of the Merger under the DGCL and who does not vote in favor of or consent in writing to the contraryMerger and who otherwise complies with the DGCL ("Company Dissenting Shares") shall not be entitled to receive any Merger Consideration pursuant to Section 1.8 (a) or (b), at the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder be entitled to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part payment of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Share shares held by such holder in accordance with the provisions of Section 262 of the DGCL DGCL, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or otherwise loses his or her right to dissent from the Merger under the DGCL. If any such holder’s holder so fails to perfect, effectively withdraws or loses his or her dissenters' rights under the DGCL, each Company Dissenting Share of such holder shall thereupon be deemed to have been converted, as of the Effective Time, into the right to receive payment under the Merger Consideration pursuant to Section 262 of the DGCL1.8(a) and/or (b). (b) In the event that a holder of Any payments relating to Company Dissenting Shares fails to comply with shall be made solely by the provisions of Section 262 of the DGCL Surviving Corporation and no funds or effectively withdraws other property have been or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as provided by Acquisition, Parent or any of Parent's other direct or indirect subsidiaries for such payment, nor shall the applicable class of Common Shares, and such holder shall have no rights Company make any payment with respect to, or settle or offer to settle, any such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01demands. (c) The Company shall give Acquisition (i) give Parent prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with for the foregoing payment of fair value for shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company which relate to such demand for appraisal, and (ii) give Parent the opportunity right to participate with the Company in any settlement all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Acquisition, voluntarily make any payment with respect to any demands for appraisal pursuant to of the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, Shares or offer to settle or settle any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything else in this Agreement to the contrarycontrary but only to the extent required by the CGCL, at Company Shares that are issued and outstanding immediately before the Company Merger Effective Time, each Time and that are held by Company Shareholders who have voted against the Company Merger and who comply with all provisions of the CGCL concerning the right of Company Shareholders to dissent from the Company Merger and require appraisal of their Company Shares (the “Dissenting Share shall automatically be canceled (but Shareholders” with the Company Shares held by such Dissenting Shareholders being referred to as the “Dissenting Shares”) shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of Merger Consideration but shall only be entitled to such Dissenting Share in accordance with the provisions of Section 262 rights as are granted to them pursuant to Sections 1300-1312 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event CGCL; provided, however, that a holder of any Dissenting Shares fails which, at any time after the Company Merger Effective Time, lose their status as Dissenting Shares under the CGCL shall forfeit the right to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then appraisal and all such Dissenting Shares will no longer shall then be Dissenting Shares for purposes deemed to have been converted into the right to receive, as of this Agreement and instead will be treated as the applicable class of Common SharesCompany Merger Effective Time, and such holder shall have no rights with respect the Merger Consideration without interest. Prior to such Dissenting Sharesthe Company Merger Effective Time, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The Company shall (i) give Parent Acquiror prompt written notice of any written such demands for appraisal, withdrawals of demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications related instruments received by the Company or its Representatives in connection with the foregoing and (ii) give Parent the opportunity to participate with the Company in any settlement direct all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Sharesproceedings. The Company shall not, without except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to, or settle or offer to settle or settle settle, any such demandsdemand for payment, or agree waive any failure to do timely deliver a written demand for appraisal or the taking of any of other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the foregoing.CGCL. PALOALTO 66463 v1 (2K) -14-

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at any issued and outstanding shares of Company Common Stock held by a person (a “Dissenting Holder”) who has not voted in favor of, or consented to, the Effective Timeadoption of this Agreement and has complied with all the provisions of the DGCL or other applicable law concerning the right of holders of Dissenting Shares to demand appraisal of their shares (the “Appraisal Provisions”) of Company Common Stock, each Dissenting Share shall automatically be canceled (but to the extent the Appraisal Provisions are applicable, shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive shares of Purchaser Common Stock as set forth in Section 3.1(a), but instead shall become the appraised fair value right to receive such consideration as may be determined to be due to such Dissenting Holder pursuant to the procedures set forth in the DGCL or other applicable law. If such Dissenting Holder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL or other applicable law, each of such Dissenting Share in accordance with the provisions Holder’s shares of Section 262 Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the DGCL unless and until such holder fails to comply with Effective Time, the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights right to receive payment under shares of Purchaser Common Stock as set forth in Section 262 of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) 3.1(a). The Company shall (i) give Parent the Purchaser prompt written notice of any written demands for appraisal of Dissenting Shares shares received by the Company, withdrawals of such demands and any other written instruments, notices, petitions instruments served pursuant to the DGCL or other communications received by applicable law and shall give the Company or its Representatives in connection with the foregoing and (ii) give Parent Purchaser the opportunity to participate with the Company in any settlement all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Sharesthereto. The Company shall not, without the prior written consent of Parentthe Purchaser, voluntarily make any payment with respect to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without unless otherwise required by any further action on the part of the Companyapplicable Law or Order, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Standard Election Consideration as described in Section 2.1(c), and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda, under Section 262 106(6) of the DGCL unless and until such holder fails to comply with Companies Act (the provisions of Section 262 of “Appraised Fair Value”) is greater than the DGCL or effectively withdraws or otherwise loses such holder’s rights Standard Election Consideration, be entitled to receive such difference from the Company by payment under Section 262 of the DGCL. made within thirty (b30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s rights Company Common Shares shall be canceled and converted as of the Effective Time into the right to receive payment under Section 262 of the DGCLTransaction Consideration for each such Company Common Share; provided, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as that any holder that makes an Appraisal Withdrawal prior to the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead Election Deadline shall have the rights right to submit an Election in accordance with respect to such Section 2.2(c) for the applicable Company Common Shares contemplated held by such holder, and any holder that makes an Appraisal Withdrawal after the Election Deadline shall be deemed to have made a Standard Election in accordance with Section 2.01. (c) 2.2(c)(iii). The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications Appraisal Withdrawals received by the Company or its Representatives in connection with and (B) to the foregoing extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Laws, the opportunity to participate with the Company in in, and to be regularly consulted by the Company with respect to (including as to the making of any settlement offers by the Company), any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesCompanies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle settle, or settle settle, any such demands, demands or agree to do any of the foregoingapplications.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into (i) with respect to Company Shares, the right to receive the appraised Merger Consideration pursuant to Section 3.01(c) or (ii) with respect to the Series A Preferred Shares, the preferred shares of the Surviving Company as described in Section 3.01(d). Any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails Bermuda Companies Act (the “Appraised Fair Value”) is greater than the Merger Consideration, with respect to comply with Company Shares, or the provisions of Section 262 value of the DGCL or effectively withdraws or otherwise loses such holder’s rights preferred shares of the Surviving Company as described in Section 3.01(d), with respect to Series A Preferred Shares, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLmade within one (1) month after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or exercise, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s rights to receive payment under Section 262 Dissenting Shares shall be canceled and converted as of the DGCLEffective Time into, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares that are Company Shares, the right to receive the Merger Consideration for each such Company Share, and instead shall have the rights with respect to such Common Dissenting Shares contemplated by that are Series A Preferred Shares, preferred shares of the Surviving Company as described in Section 2.013.01(d), without interest and subject to any required withholding of Taxes. (c) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares or Appraisal Withdrawals received by the Company in accordance with this Section 3.04 and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, demands or agree applications or voluntarily take any other action to do exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at any issued and outstanding IPC Common Shares held by a person who did not vote in favor of the Effective TimeAmalgamation and who complies with all the provisions of the Companies Act concerning the right of holders of IPC Common Shares to require appraisal of their IPC Common Shares pursuant to Bermuda Law (any such holder, each a “Dissenting Share shall automatically be canceled (but Holder,” and such IPC Common Shares, “Dissenting Shares”) shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Consideration as described in Section 2.1(a), but shall be cancelled and converted into the right to receive the fair value thereof as appraised by the Supreme Court of such Dissenting Share in accordance with the provisions of Bermuda under Section 262 106 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) Companies Act. In the event that a holder of Dissenting Shares Holder fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses such holder’s rights otherwise waives any right to appraisal, its IPC Common Shares shall be cancelled and converted as of the Effective Time into the right to receive payment under Section 262 of the DGCL, then Consideration for each such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder Share. IPC shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The Company shall give Validus (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications withdrawals of such demands received by IPC and (B) to the Company or its Representatives in connection with extent that IPC has actual knowledge, any applications to the foregoing Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) give Parent the opportunity to participate with the Company IPC in any settlement all negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesCompanies Act. The Company shall notNeither IPC nor Validus shall, without the prior written consent of Parentthe other party (not to be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle, offer to settle or settle otherwise negotiate, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any holder of Shares with respect to which appraisal rights, if any, are granted by reason of the Merger under the DGCL and who does not vote in favor of or consents in writing to the contrary, at the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Share in accordance and who otherwise complies with the provisions of Section 262 of the DGCL ("Dissenting Shares") shall not be entitled to receive any Merger Consideration pursuant to Section 2.8(a), unless and until such holder fails to comply with perfect, effectively withdraws or loses his or her appraisal right under the provisions of Section 262 of the DGCL or DGCL. If any such holder so fails to perfect, effectively withdraws or otherwise loses his or her appraisal rights under the DGCL, each Dissenting Share of such holder’s rights holder shall thereupon be deemed to have been converted, as of the Effective Time, into the right to receive payment under the Per Share Amount pursuant to Section 262 of the DGCL2.8(a). (b) In the event that a holder of Any payments relating to Dissenting Shares fails to comply with shall be made solely by the provisions of Section 262 of the DGCL Surviving Corporation, and no funds or effectively withdraws other property have been or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as provided by Merger Sub, Parent or any of Parent's other direct or indirect subsidiaries for such payment, nor shall the applicable class of Common Shares, and such holder shall have no rights Company make any payment with respect to, or settle or offer to settle, any such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01demands. (c) The Company shall (i) give Parent Merger Sub prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with for the foregoing payment of fair value for shares, and (ii) give Parent Merger Sub shall have the opportunity right to participate with the Company in any settlement direct all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Merger Consideration such holder is entitled to receive, and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails to comply with Bermuda Companies Act (the provisions of Section 262 of “Appraised Fair Value”) is greater than the DGCL or effectively withdraws or otherwise loses such holder’s rights Merger Consideration, be entitled to receive such difference from the Company by payment under Section 262 of the DGCLmade within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or exercise, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”) such holder’s rights Dissenting Shares shall be canceled and converted as of the Effective Time into the right to receive payment under Section 262 of the DGCL, then Merger Consideration for each such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01Share. (c) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares Shares, Appraisal Withdrawals and any other written instruments, notices, petitions or other communications written communication received by the Company or its Representatives in connection accordance with this Section 2.05 and (B) to the foregoing extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any holder of Shares with respect to which dissenters' rights, if any, are granted by reason of the contraryMerger under the CGCL and who does not vote in favor of the Merger and who otherwise complies with Chapter 13 of the CGCL ("Company Dissenting Shares") shall not be entitled to receive any Merger Consideration pursuant to Section 2.8(a), at unless such holder fails to perfect, effectively withdraws or loses his or her right to dissent from the Merger under the CGCL. Such holder shall be entitled to receive only the payment provided for by Chapter 13 of the CGCL. If any such holder so fails to perfect, effectively withdraws or loses his or her dissenters' rights under the CGCL, each Company Dissenting Share of such holder shall thereupon be deemed to have been converted, as of the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Per Share in accordance with the provisions of Amount pursuant to Section 262 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL2.8(a). (b) In the event that a holder of Any payments relating to Company Dissenting Shares fails to comply with shall be made solely by the provisions of Section 262 of the DGCL Surviving Corporation and no funds or effectively withdraws other property have been or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as provided by Acquisition, Parent or any of Parent's other direct or indirect subsidiaries for such payment, nor shall the applicable class of Common Shares, and such holder shall have no rights Company make any payment with respect to, or settle or offer to settle, any such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01demands. (c) The Company shall (i) give Parent Acquisition prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with for the foregoing payment of fair value for shares, and (ii) give Parent Acquisition shall have the opportunity right to participate with the Company in any settlement all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, or agree to do any of the foregoing.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at All Dissenting Shares shall be cancelled and converted as of the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted Time into the right to receive the appraised Transaction Consideration as described in Section 2.1(c), as though such Dissenting Shares were Common Shares for the purposes thereof, and any Dissenting Holder shall, in the event that the fair value of a Dissenting Share as determined by the Supreme Court of Bermuda under Section 106 of the Companies Act is greater than the Transaction Consideration, be paid such difference by the Amalgamated Company within thirty (30) days of the final Court appraisal of the fair value of such Dissenting Share Shares. Additionally, in accordance with the provisions of Section 262 of the DGCL unless and until such holder event that a Dissenting Holder fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or otherwise loses such holder’s rights waives any right to appraisal, its Common Shares shall be cancelled and converted as of the Effective Time into the right to receive payment under Section 262 of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then Transaction Consideration for each such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to Share held by such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) Holder. The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications withdrawals of such demands received by the Company or its Representatives in connection with and (B) to the foregoing extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any written demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesCompanies Act. The Company shall not, without the prior written consent of Parent, not voluntarily make any payment with respect to, or settle, or offer to settle or settle settle, any such demands, demands or agree to do any applications without the prior written consent of the foregoingParent.

Shares of Dissenting Holders. (ai) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each (1) all Dissenting Share Shares that are Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) cancelled and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Common Merger Consideration pursuant to Section 3.1(a); and (2) all Dissenting Shares that are Company Preference Shares shall be cancelled and automatically converted into the right to receive preference shares in the Surviving Company in accordance with Section 3.1(d). Any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails Companies Act (the “Appraised Fair Value”) is greater than the Per Share Merger Consideration with respect to comply with Shares, or the provisions of Section 262 value of the DGCL or effectively withdraws or otherwise loses such holder’s rights preference shares of the Surviving Company with respect to the Company Preference Shares, as the case may be, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLmade within one (1) month after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (bii) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or exercise, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s rights to receive payment under Section 262 Dissenting Shares shall be cancelled and converted as of the DGCLEffective Time into the right to receive, then such Dissenting Shares will no longer be Dissenting Shares for purposes in the case of this Agreement and instead will be treated as the applicable class of Common Shares, the Common Merger Consideration pursuant to Section 3.1(a), without interest and such holder shall have no rights with respect subject to such Dissenting any required withholding of Taxes as provided in Section 3.2(h), and in the case of Company Preference Shares, and instead shall have the rights preference shares of the Surviving Company, or, subject to Section 3.1(d), the amount payable in redemption thereof, in each case in accordance with respect to such Common Shares contemplated by Section 2.013.1(d). (ciii) The Company shall (i) give Parent (A) prompt (but in any event within 48 hours of the Company’s receipt of such demand) written notice of (I) any written demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications communication received by the Company or its Representatives in connection with the foregoing and (iiII) give Parent to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (B) to the extent permitted by applicable Law, the opportunity to participate with the Company in direct any settlement negotiations and proceedings with respect to any demands for appraisal pursuant under the Companies Act; provided Parent shall as promptly as practicable (x) keep the Company reasonably informed with respect to the DGCL status thereof and (y) give the Company a reasonable opportunity to participate in the defense or settlement (at the Company’s sole expense and subject to a customary joint defense agreement) of any demands for appraisal under the Companies Act and shall consider in good faith the Company’s advice with respect of such Dissenting Sharesthereto. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Companies Act. The payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company. Prior to the Closing, any settlement or compromise thereof agreed to by Parent shall only be effective upon the Closing, shall not contain any obligations of the Company prior to the Closing and shall automatically terminate if this Agreement is validly terminated.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised portion of the Aggregate Merger Consideration that the holders thereof are entitled to receive in its entirety pursuant to Article II. Any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 92(7) of the DGCL unless and until Bermuda Companies Act (the “Appraised Fair Value”) is greater than the portion of the Aggregate Merger Consideration received by such holder fails pursuant to comply with this Agreement, be entitled to receive such difference from the provisions of Section 262 Surviving Company by payment to the holder of the DGCL or effectively withdraws or otherwise loses Dissenting Shares made within one month after such holder’s rights Appraised Fair Value is finally determined pursuant to receive payment under Section 262 of the DGCLsuch statutory appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses such holder’s rights otherwise waives any right to receive payment under Section 262 of the DGCLappraisal (each, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Sharesan “Appraisal Withdrawal”), and such holder shall have no other rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares other than as contemplated by Section 2.012.08. (c) The Company shall (i) give Parent prompt written notice of and keep Parent reasonably informed regarding (A) any written demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications communication received by the Company or its Representatives in connection with the foregoing and (iiB) give to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of ParentParent in its sole discretion, voluntarily make any payment with respect to, offer to settle or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12) of the foregoingBermuda Companies Act as a result of dissenter claims. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shares.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive receive, the appraised Merger Consideration pursuant to Section 3.01(c), and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails to comply with Bermuda Companies Act (the provisions of Section 262 of “Appraised Fair Value”) is greater than, the DGCL or effectively withdraws or otherwise loses such holder’s rights Merger Consideration, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLmade within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or exercise, effectively withdraws or loses such holder’s rights otherwise waives any right to receive payment under Section 262 of the DGCLappraisal (each, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Sharesan “Appraisal Withdrawal”), and such holder shall have no other rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares other than as contemplated by Section 2.013.01. (c) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications communication received by the Company or its Representatives in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any holder of Company Shares issued and outstanding immediately prior to the contraryEffective Time with respect to which dissenters' rights, at if any, are granted by reason of the Merger under the DGCL and who does not vote in favor of the Merger and who otherwise complies with Section 262 of the DGCL and, if applicable, Chapter 13 of the California General Corporation Law ("CGCL") ("Company Dissenting Shares") shall not be entitled to receive shares of Parent Common Stock pursuant to Section 1.8, unless such holder fails to perfect, effectively withdraws or loses his right to dissent from the Merger under the DGCL or the CGCL. Such holder shall be entitled to receive only such rights as are granted by Section 262 of the DGCL and/or Chapter 13 of the CGCL. If any such holder so fails to perfect, effectively withdraws or loses his or her dissenters' rights under the DGCL or the CGCL, his or her Company Dissenting Shares shall thereupon be deemed to have been converted, as of the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive shares of Parent Common Stock pursuant to Section 1.8 based upon the appraised fair value class of equity security comprising such Company Dissenting Share in accordance with the provisions of Section 262 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCLShares. (b) In the event that a holder of Any payments relating to Company Dissenting Shares fails to comply with shall be made solely by the provisions of Section 262 of the DGCL Surviving Corporation and no funds or effectively withdraws other property have been or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated provided by Section 2.01. (c) The Company shall (i) give Parent prompt written notice of Acquisition or any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing and (ii) give Parent the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle 's other direct or settle any indirect subsidiaries for such demands, or agree to do any of the foregoingpayment.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, each any Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically cancelled and be converted into the right to receive the appraised fair value of such Dissenting Share in accordance with from BDC (which, if paid following the provisions of Merger Effective Time, will be paid by the Surviving Company) thereof under Section 262 106(2) of the DGCL unless and until such holder fails to comply with the provisions of Section 262 Companies Act. In respect of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of Merger, the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement Surviving Company and instead will be treated as the applicable class of Common Shares, and such holder Chancery shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The Company shall give ATN (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares or attempted withdrawal or withdrawals of such demands received by the Surviving Company or Chancery and any other written instruments, notices, petitions or other communications instruments served under the Companies Act and received by the Surviving Company or its Representatives in connection with Chancery relating to any Dissenting Holder’s right to be paid the foregoing fair value of such Dissenting Holder’s Dissenting Shares and (B) to the extent that the Surviving Company or Chancery has knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Surviving Company or Chancery in any settlement and all negotiations and proceedings with respect to any written demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesCompanies Act. The Company shall not, without the Absent express prior written consent of ParentATN, neither the Surviving Company nor Chancery shall, and each shall cause its Subsidiaries not to, voluntarily make any payment with respect to, or settle, or offer to settle or settle settle, any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or timely take any of other action to perfect appraisal rights in accordance with the foregoingCompanies Act.

Shares of Dissenting Holders. (a1) Notwithstanding anything to the contrary contained in this Agreement, any shares of Company Common Stock which are held by stockholders of the Company who have filed with the Company, before the taking of the vote of the stockholders of the Company to approve this Agreement, written objections to such approval stating their intention to demand payment for such shares, and who have not voted such shares of Company Common Stock in favor of the adoption of this Agreement ("COMPANY DISSENTING SHARES") shall not be entitled to receive any Merger Consideration pursuant to this SECTION 1.1(f), but will thereafter constitute only the contraryright to receive payment of the fair value of such shares in accordance with the applicable provisions of the NYBCL (the "APPRAISAL RIGHTS PROVISIONS"); PROVIDED, at HOWEVER, that all shares held by stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and retired and to have been converted, as of the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Per Share Consideration, without interest, in accordance with the provisions of Section 262 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCLmanner provided in this SECTION 1.1(f). (b2) In Each dissenting stockholder who becomes entitled under the event that a holder of NYBCL to payment for Company Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to shall receive payment under Section 262 of therefor after the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as Effective Time from the applicable class of Common Shares, Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the NYBCL) and such holder shares of Company Common Stock shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01be canceled. (c3) The Company shall (i) give Parent the Purchasers prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications objections received by the Company or its Representatives in connection with for the foregoing and (ii) give Parent the opportunity to participate with the payment of fair value for shares of Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, or agree to do any of the foregoingCommon Stock.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement Any issued and outstanding shares of any Merging Company held by persons who object to the contraryMergers and comply with all provisions of applicable law concerning the right of such holders to dissent from a Merger and demand appraisal of their shares ("DISSENTING HOLDERS") will be deemed to be converted, at as of the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised amount of cash, promissory notes and common stock of New Futech calculated in accordance with EXHIBIT 1.6. The consideration to be received by such Dissenting Holders will be held back and not issued by New Futech until such time, and in any event not prior to the Effective Time, that such Dissenting Holder has either withdrawn his demand for appraisal or lost his right of appraisal, pursuant to the applicable law. After the Dissenting Holder has withdrawn his demand for appraisal, or lost his right of appraisal, and upon surrender, in the manner provided by Section 1.8.2, of the certificate or certificates that formerly evidenced the shares of stock of a Merging Company owned by the Dissenting Holder, such Dissenting Holder will be entitled to receive from New Futech the consideration calculated in accordance with EXHIBIT 1.6, without interest. If any Dissenting Holders are entitled to receive payment of the fair value of such Dissenting Share shares held by them in accordance with the provisions of Section 262 applicable law, then New Futech will make such payment in full satisfaction of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s Dissenting Holders' rights to receive the consideration calculated in accordance with EXHIBIT 1.6 and New Futech will have no obligation to issue the consideration calculated in accordance with EXHIBIT 1.6 that was to be received by any Dissenting Holder who received payment under Section 262 of the DGCL. (b) In the event that a holder fair value of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then shares held by such Dissenting Shares Holders. Prior to the Effective Time, each Merging Company will no longer be Dissenting Shares for purposes of this Agreement give to New Futech and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The each other Merging Company shall (i) give Parent prompt written notice of any written demands for appraisal of by Dissenting Shares Holders. Futech, prior to the Effective Time, and any other written instrumentsNew Futech after the Effective Time, notices, petitions or other communications received by will have the Company or its Representatives in connection with the foregoing and (ii) give Parent the opportunity right to participate with the Company in any settlement all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Sharesdemands. The A Merging Company shall will not, without except with the prior written consent of ParentFutech, prior to the Effective Time, and New Futech after the Effective Time, voluntarily make any payment with respect to, or settle or offer to settle or settle settle, any such demandsdemand for payment. Futech shall be entitled to terminate this Agreement in its entirety, at the election of Futech's Board of Directors, if dissenter's rights are exercised by shareholders who would receive five percent (5%) or agree more of total consideration referred to do any of the foregoingon EXHIBIT 1.6.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder their holders to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01Merger Consideration) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such Bermuda Companies Act (the “Appraised Fair Value”) from, subject to Section 2.04(e), the Surviving Company by payment to the holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses Dissenting Shares made within one month after such holder’s rights Appraised Fair Value is finally determined pursuant to receive payment under Section 262 of the DGCLsuch statutory appraisal procedure. (b) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all holders of Dissenting Preference Shares shall, unless otherwise required by applicable Law, be entitled to retain such Dissenting Preference Shares, and any holder of Dissenting Preference Shares shall, in the event that the fair value of a Dissenting Preference Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act is greater than the value of such Surviving Company Preference Shares, be entitled to receive such difference (the “Additional Amount”), in addition to the Surviving Company Preference Shares from the Surviving Company. (c) In the event that a holder of Dissenting Shares or Dissenting Preference Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses such holder’s rights otherwise waives any right to receive payment under Section 262 of the DGCLappraisal (each, an “Appraisal Withdrawal”), then such (i) in the case of Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no other rights with respect to such Dissenting Shares, other than the right to receive the Merger Consideration as contemplated by Section 2.01 and instead (ii) in the case of Dissenting Preference Shares, such holder shall have the no other rights with respect to such Common Dissenting Preference Shares contemplated by Section 2.01other than to receive an equivalent number of Surviving Company Preference Shares. (cd) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal of Dissenting Shares or Dissenting Preference Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing and (B) to the extent the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares or Dissenting Preference Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle settle, or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any Additional Amount payable to holders of Dissenting Shares or Dissenting Preference Shares shall be the obligation of the foregoingSurviving Company. (e) The Exchange Fund shall be available to fund payments of the Appraised Fair Value up to the amount of the Merger Consideration to holders of Dissenting Shares.

Shares of Dissenting Holders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, at Company Shares which are issued and outstanding immediately prior to the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect Time and which are held by holders of such canceled Company Shares who have properly exercised appraisal rights with respect thereto (“Dissenting Share contemplated by Shares”) in accordance with Section 2.01) and, without any further action on the part 262 of the CompanyDGCL, Merger Sub or the holder of such Dissenting Share, automatically will not be converted into the right to receive the appraised Company Merger Consideration, and holders of such Dissenting Shares will be entitled to receive in lieu of the Company Merger Consideration payment of the fair value of such Dissenting Share Shares determined in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated automatically as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive solely the Cash Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.05, if this Agreement is terminated prior to the Effective Time, then the right of any holder to be paid the fair value of such holder’s rights Dissenting Shares pursuant to receive payment under Section 262 of the DGCL, then such Dissenting Shares DGCL will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) cease. The Company shall will give Parent (i) give Parent prompt written notice of any written demands received by the Company for appraisal of Dissenting Shares Shares, withdrawals of such demands and any other written instruments, notices, petitions or other communications instruments served pursuant to the DGCL which are received by the Company or its Representatives in connection with the foregoing relating to such holder’s rights of appraisal and (ii) give Parent the opportunity to participate with the Company in any settlement direct all negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesDGCL. The Company shall will not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, to any demand for appraisal or settle or offer to settle or settle any such demandsdemand, and Parent will not commit to make any such payment or agree enter into any such settlement prior to do any the Effective Time without the prior written consent of the foregoingCompany.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at Dissenting Shares outstanding immediately prior to the Effective Time, each Dissenting Share shall automatically be canceled (but Time shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Share in accordance with the provisions of Section 262 Merger Consideration, but shall, by virtue of the DGCL unless and until Merger, be entitled to only such holder fails consideration as shall be determined pursuant to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event ; provided, that a if any holder of such Dissenting Shares fails shall have failed to comply with the provisions of Section 262 of perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL or effectively withdraws or loses if a court of competent jurisdiction shall determine that such holder’s rights holder is not entitled to receive payment under the relief provided by Section 262 of the DGCL, then such Dissenting Shares will no longer be shall have the rights and obligations provided in Section 262 of the DCGL. Within ten (10) days after the Effective Time, the Surviving Company shall provide each applicable holder of Dissenting Shares with the notice contemplated by Section 262(d)(1) of the DGCL. The Company shall give prompt written notice to Parent of any written demands received by the Company for purposes appraisal of this Agreement and instead will be treated as the applicable class of Common any Dissenting Shares, withdrawal of such demands, and such holder any other instruments received by the Company from holders of Dissenting Shares relating to rights of appraisal, and Parent shall have no rights the right to participate in all negotiations and Proceedings with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The Company shall (i) give Parent prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing and (ii) give Parent the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Sharesdemands. The Company shall not, without the prior written consent of Parent, voluntarily make any voluntary payment with respect to, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Shares of Dissenting Holders. (a) Notwithstanding anything else in this Agreement to the contrarycontrary but only to the extent required by the CGCL, at shares of Company Common Stock that are issued and outstanding immediately before the Effective Time, each Time and that are held by holders of Company Common Stock who have voted against the Merger and who comply with all provisions of the CGCL concerning the right of holders of Company Common Stock to dissent from the Merger and require appraisal of their shares of Company Common Stock (the "Dissenting Share shall automatically be canceled (but Shareholders," with the shares of Company Common Stock held by such Dissenting Shareholders being referred to as the "Dissenting Shares") shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of Merger Consideration but shall only be entitled to such Dissenting Share in accordance with the provisions of Section 262 rights as are granted to them pursuant to Sections 1300 - 1312 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event CGCL; provided, however, that a holder of any Dissenting Shares fails which, at any time after the Effective Time, lose their status as Dissenting Shares under the CGCL shall forfeit the right to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then appraisal and all such Dissenting Shares will no longer shall then be Dissenting Shares for purposes deemed to have been converted into the right to receive, as of this Agreement and instead will be treated as the applicable class of Common SharesEffective Time, and such holder shall have no rights with respect the Merger Consideration without interest. Prior to such Dissenting Sharesthe Effective Time, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) The Company shall (i) give Parent Buyer prompt written notice of any written such demands for appraisal, withdrawals of demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications related instruments received by the Company or its Representatives in connection with the foregoing and (ii) give Parent the opportunity to participate with the Company in any settlement direct all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Sharesappraisal. The Company shall not, without except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle or offer to settle or settle settle, any such demandsdemand for payment, or agree waive any failure to do timely deliver a written demand for appraisal or the taking of any of other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the foregoingCGCL.

Shares of Dissenting Holders. (a1) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Merger Consideration pursuant to Section 2.01(c), and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails to comply with Bermuda Companies Act (the provisions of Section 262 of “Appraised Fair Value”) is greater than the DGCL or effectively withdraws or otherwise loses such holder’s rights Merger Consideration, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLin cash made within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b2) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s rights Dissenting Shares shall be deemed to receive payment under Section 262 be Cash Electing Company Shares that have been converted as of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common SharesEffective Time into, and such holder shall be deemed to have no rights with respect become exchangeable solely for the right to such Dissenting Sharesreceive, the Merger Consideration as provided in Section 2.01(c)(i)(A), without interest and instead shall have the rights with respect subject to such Common Shares contemplated by Section 2.01any required withholding of Taxes. (c3) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal or payment of the fair value of any Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing foregoing, in each case, pursuant to the provisions of the Bermuda Companies Act concerning the rights of holders of Company Shares to require appraisal of such Company Shares in accordance with this Section 2.06 and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL Bermuda Companies Act, and the Company shall consider in respect of such Dissenting Sharesgood faith any requests made by Parent in connection therewith. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, demands or agree applications or take any other action to do exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, at Company Shares which are issued and outstanding immediately prior to the Effective Time, each Dissenting Share shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect Time and which are held by holders of such canceled Company Shares who have properly exercised appraisal rights with respect thereto ("Dissenting Share contemplated by Shares") in accordance with Section 2.01) and, without any further action on the part 262 of the CompanyDGCL, Merger Sub or the holder of such Dissenting Share, automatically will not be converted into the right to receive the appraised Company Merger Consideration, and holders of such Dissenting Shares will be entitled to receive in lieu of the Company Merger Consideration payment of the fair value of such Dissenting Share Shares determined in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL perfect or effectively withdraws or loses such holder’s rights right, such Dissenting Shares will thereupon be treated automatically as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive payment under solely the Cash Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.05, if this Agreement is terminated prior to the Effective Time, then the right of any holder to be paid the fair value of such holder's Dissenting Shares pursuant to Section 262 of the DGCL, then such Dissenting Shares DGCL will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) cease. The Company shall will give Parent (i) give Parent prompt written notice of any written demands received by the Company for appraisal of Dissenting Shares Shares, withdrawals of such demands and any other written instruments, notices, petitions or other communications instruments served pursuant to the DGCL which are received by the Company or its Representatives in connection with the foregoing relating to such holder's rights of appraisal and (ii) give Parent the opportunity to participate with the Company in any settlement direct all negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesDGCL. The Company shall will not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, to any demand for appraisal or settle or offer to settle or settle any such demandsdemand, and Parent will not commit to make any such payment or agree enter into any such settlement prior to do any the Effective Time without the prior written consent of the foregoingCompany.

Shares of Dissenting Holders. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any holder of shares of Company Stock with respect to which appraisal or dissenters’ rights, if any, are granted by reason of the contraryMerger under the MBCA and who does not vote in favor of the Merger and who otherwise complies with Part 13 of the MBCA (“Dissenting Shares”) shall not be entitled to receive any portion of his, at her or its Aggregate Allocable Portion of the Merger Consideration and the Dissenting Shares held by such holder shall not be so converted pursuant to Section 2.1(a) (or in the event that such appraisal rights are properly asserted after the Effective Time, each the shares of Company Stock with respect to which such rights are asserted shall be deemed not to have converted pursuant to Section 2.1(a) notwithstanding the provisions of Section 2.1(a)), unless such holder fails to perfect, effectively withdraws or loses his, her or its right to appraisal or to dissent from the Merger under the MBCA, as applicable, prior to or following the Effective Time. At the Effective Time (or after the Effective Time with respect to shares of Company Common Stock with respect to which appraisal rights are properly asserted after the Effective Time), all Dissenting Share Shares shall no longer be outstanding and shall automatically be canceled (but and shall not entitle its holder cease to exist, and the holders thereof shall be entitled to receive only the applicable consideration in respect of such canceled Dissenting Share contemplated payment provided for by Section 2.01) and, without any further action on the part Part 13 of the CompanyMBCA. If any such Company Stockholder so fails to perfect, effectively withdraws or loses his, her or its right to appraisal or to dissent from the Merger Sub under the MBCA prior to or following the holder Effective Time, his, her or its Dissenting Shares shall thereupon be deemed to have been converted pursuant to Section 2.1(a), as of such Dissenting Sharethe Effective Time, automatically be converted into the right to receive his, her or its Aggregate Allocable Portion of the appraised fair value of such Dissenting Share Merger Consideration in accordance with the provisions of Section 262 of terms hereof and in the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (c) manner provided herein. The Company shall give Parent (i) give Parent prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company for appraisal or its Representatives in connection with payment of the foregoing fair value of any shares, withdrawals of such demands, and any other instruments served on the Company pursuant to the MBCA and (ii) give Parent the opportunity to participate with in, or, if the Company in any settlement elects not to direct such actions itself, to direct all negotiations and proceedings with respect to demands for appraisal or payment under the MBCA. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle or settle any such demands, . Any payments relating to the Dissenting Shares shall be made solely by the Surviving Corporation and no funds or agree to do other property have been or will be provided by Parent or any of the foregoingParent’s other direct or indirect subsidiaries for such payment.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the transferred in exchange, unless otherwise required by applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) andLaw, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into for the right to receive the appraised Merger Consideration pursuant to Section 2.01(c), and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails to comply with Bermuda Companies Act (the provisions of Section 262 of “Appraised Fair Value”) is greater than the DGCL or effectively withdraws or otherwise loses such holder’s rights Merger Consideration, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLmade within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s rights Dissenting Shares shall be transferred in exchange as of the Effective Time for the right to receive payment under Section 262 of the DGCL, then Merger Consideration for each such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no rights with respect to such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01Company Share. (ca) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal or payment of Dissenting Shares the fair value of any Company Shares, Appraisal Withdrawals and any other written instruments, notices, petitions or other communications communication received by the Company or its Representatives in connection with the foregoing foregoing, in each case, pursuant to the provisions of the Bermuda Companies Act concerning the rights of holders of Company Shares to require appraisal of such Company Shares in accordance with this Section 2.05 and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL in respect of such Dissenting SharesBermuda Companies Act. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, at At the Effective Time, each all Dissenting Share Shares shall automatically be canceled (but shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Companyunless otherwise required by applicable Law, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised Merger Consideration pursuant to Section 2.01(c), and any holder of Dissenting Shares shall, in the event that the fair value of such a Dissenting Share in accordance with as appraised by the provisions Supreme Court of Bermuda under Section 262 106(6) of the DGCL unless and until such holder fails to comply with Bermuda Companies Act (the provisions of Section 262 of “Appraised Fair Value”) is greater than the DGCL or effectively withdraws or otherwise loses such holder’s rights Merger Consideration, be entitled to receive such difference from the Surviving Company by payment under Section 262 of the DGCLin cash made within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) In the event that a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or perfect, effectively withdraws or loses otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s rights Dissenting Shares shall be deemed to receive payment under Section 262 be Cash Electing Company Shares that have been converted as of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common SharesEffective Time into, and such holder shall be deemed to have no rights with respect become exchangeable solely for the right to such Dissenting Sharesreceive, the Merger Consideration as provided in Section 2.01(c)(i)(A), without interest and instead shall have the rights with respect subject to such Common Shares contemplated by Section 2.01any required withholding of Taxes. (c) The Company shall give Parent (i) give Parent prompt written notice of (A) any written demands for appraisal or payment of the fair value of any Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communications received by the Company or its Representatives in connection with the foregoing foregoing, in each case, pursuant to the provisions of the Bermuda Companies Act concerning the rights of holders of Company Shares to require appraisal of such Company Shares in accordance with this Section 2.06 and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) give Parent to the extent permitted by applicable Law, the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to under the DGCL Bermuda Companies Act, and the Company shall consider in respect of such Dissenting Sharesgood faith any requests made by Parent in connection therewith. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, demands or agree applications or take any other action to do exercise appraisal rights in accordance with the Bermuda Companies Act. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of the foregoingSurviving Company.

Shares of Dissenting Holders. (ai) Notwithstanding anything in any provision of this Agreement to the contrary, at each share of Company Common Stock (including each share of Company Common Stock held by any holder of Class A Stock who has converted his Class A Stock to Company Common Stock immediately upon approval of the Merger by the Required Vote) held by a Dissenting Shareholder who has demanded and perfected his demand for dissenters' rights with respect to such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA and as of the Effective Time, each Dissenting Share shall automatically be canceled (but Time has neither effectively withdrawn nor lost such rights shall not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share contemplated by Section 2.01) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the or represent a right to receive any of the appraised fair value of Merger Consideration for such Dissenting Share shares pursuant to Section 3.1(c) above, but in accordance with lieu thereof the holder thereof shall be entitled to only such rights as are granted by the MBCA. (ii) Notwithstanding the provisions of Section 262 of the DGCL unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. (b3.1(d)(i) In the event that a holder of above, if any Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of this Agreement and instead will be treated as the applicable class of Common Shares, and such holder shall have no Shareholder demanding dissenters' rights with respect to such Dissenting Shareholder's Dissenting Shares under the MBCA shall effectively withdraw or lose (through failure to perfect or otherwise) his dissenters' rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such Dissenting Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.1(c) above upon surrender of the certificate or certificates representing such Dissenting Shares, and instead shall have the rights with respect to such Common Shares contemplated by Section 2.01. (ciii) The Company shall (i) give Parent prompt written notice of any written demands by a Dissenting Shareholder for appraisal payment, or notices of Dissenting Shares and any other written instruments, notices, petitions or other communications intent to demand payment received by the Company or its Representatives in connection with under Section 302A.473 of the foregoing MBCA and (ii) give any withdrawal of such notice of intent to demand payment and Parent shall have the opportunity right to participate with the Company in any settlement all negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Sharesdemands. The Company shall not, without except with the prior written consent of ParentParent or as otherwise required by law, voluntarily make any payment with respect to, or settle, or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.