Common use of Shares of Dissenting Holders Clause in Contracts

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective 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 Shares") shall not 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 value of such 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that any Dissenting Shares held by a holder who shall thereafter have failed to perfect or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost the right to appraisal as provided in Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration as described in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of Company Common Stock. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL that are received by the Company relating to shareholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to 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.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time IPC Common Shares held by holders a person who have did not voted vote in favor of the Merger or consented thereto in writing Amalgamation and who have demanded appraisal rights complies with respect thereto in accordance with Section 262 all the provisions of the DGCL Companies Act concerning the right of holders of IPC Common Shares to require appraisal of their IPC Common Shares pursuant to Bermuda Law (the "any such holder, a “Dissenting Holder,” and such IPC Common Shares, “Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(c2.1(a), but holders of such shares shall be entitled to receive payment of the appraised value of such 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 shall thereupon be deemed to have been converted, at the Effective Time, cancelled and converted into the right to receive the Merger Consideration fair value thereof as described in appraised by the Supreme Court of Bermuda under Section 2.1(c) upon surrender (in the manner provided in Section 2.2) 106 of the Certificate Companies Act. In the event that a Dissenting Holder fails to perfect, effectively withdraws or Certificates thatotherwise waives any right to appraisal, immediately prior to its IPC Common Shares shall be cancelled and converted as of the Effective Time, evidenced Time into the right to receive the Consideration for each such shares of Company Common StockDissenting Share. The Company IPC shall give Parent Validus (i) prompt notice of (A) any written demands for appraisal of any shares, attempted Dissenting Shares or withdrawals of such demands, demands received by IPC and any other instruments served pursuant (B) to the DGCL extent that are received by IPC has actual knowledge, any applications to the Company relating to shareholders' rights Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to direct participate with IPC in all negotiations and proceedings with respect to any demands for appraisal under the DGCLCompanies Act. The Company shall notNeither IPC nor Validus shall, except with without the prior written consent of Parentthe other party (not to be unreasonably withheld or delayed), voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle any such demands or approve any withdrawal of otherwise negotiate, any such demands.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares All Dissenting Shares shall be cancelled and converted as of Company Common Stock issued and outstanding immediately prior to the Effective 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 Shares") shall not be converted into the right to receive the Merger Transaction Consideration as described in Section 2.1(c), but holders 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 such shares shall be entitled to receive payment a Dissenting Share as determined by the Supreme Court of Bermuda under Section 106 of the appraised 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 shares Dissenting Shares. Additionally, in accordance with the provisions of such Section 262; providedevent that a Dissenting Holder fails to perfect, however, that effectively withdraws or otherwise waives 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 appraisal, its Common Shares shall be cancelled and converted as provided in Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time, Time into the right to receive the Merger Transaction Consideration as described in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced for each such shares of Company Common StockDissenting Share held by such Dissenting Holder. The Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of any shares, attempted Dissenting Shares or withdrawals of such demands, and any other instruments served pursuant to the DGCL that are demands received by the Company relating and (B) to shareholders' rights the extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to direct all participate with the Company in settlement negotiations and proceedings with respect to any written demands for appraisal under the DGCLCompanies Act. The Company shall notnot voluntarily make any payment with respect to, except with or settle, or offer to settle, any such demands or applications without the prior written consent of Parent, voluntarily make any payment with respect to 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.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by holders a person (a “Dissenting Holder”) who have has not voted in favor of the Merger of, or consented thereto in writing to, the adoption of this Agreement and who have demanded appraisal rights has complied with respect thereto in accordance with Section 262 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 "Dissenting Shares"“Appraisal Provisions”) of Company Common Stock, to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Consideration shares of Purchaser Common Stock as described set forth in Section 2.1(c3.1(a), but holders of such shares instead shall be entitled become the right to receive payment of such consideration as may be determined to be due to such Dissenting Holder pursuant to the appraised value of procedures set forth in the DGCL or other applicable law. If such 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 Holder withdraws its demand for appraisal or fails to perfect or shall have effectively withdrawn such demand for appraisal otherwise loses its right of appraisal, in any case pursuant to the DGCL or other applicable law, each of such Dissenting Holder’s shares or shall have lost the right to appraisal as provided in Section 262 of the DGCL Company Common Stock shall thereupon be deemed to have been convertedconverted into and to have become, at as of the Effective Time, into the right to receive the Merger Consideration shares of Purchaser Common Stock as described set forth in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of Company Common Stock3.1(a). The Company shall give Parent (i) the Purchaser prompt notice of any written demands for appraisal of any sharesshares received by the Company, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL that are received by or other applicable law and shall give the Company relating to shareholders' rights of appraisal and (ii) Purchaser the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLthereto. The Company shall not, except with without the prior written consent of Parentthe Purchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to At the Effective Time held Time, all Dissenting Shares shall be canceled and, unless otherwise required by holders who have not voted in favor of the Merger any applicable Law or consented thereto in writing and who have demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Shares") shall not be Order, converted into the right to receive the Merger Standard Election Consideration as described in Section 2.1(c), but holders and any holder of such shares shall Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda, under Section 106(6) of the Companies Act (the “Appraised Fair Value”) is greater than the Standard Election Consideration, be entitled to receive such difference from the Company by payment of made within thirty (30) days after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. In the appraised value of such shares in accordance with the provisions of such Section 262; provided, however, event that any Dissenting Shares held by a holder who shall thereafter have failed fails to perfect perfect, effectively withdraws or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost the otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder’s Company Common Shares shall be canceled and converted as provided in Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time, Time into the right to receive the Merger Transaction Consideration as described in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates thatfor each such Company Common Share; provided, immediately that any holder that makes an Appraisal Withdrawal prior to the Effective Time, evidenced such shares of Election Deadline shall have the right to submit an Election in accordance with Section 2.2(c) for the applicable Company Common StockShares 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 2.2(c)(iii). The Company shall give Parent (i) prompt written notice of (A) any written demands for appraisal of any shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL that are Dissenting Shares or Appraisal Withdrawals received by the Company relating and (B) to shareholders' rights the extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) to the extent permitted by applicable Laws, the opportunity to direct all participate with the Company 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 under the DGCLCompanies Act. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, offer to settle settle, or settle settle, any such demands or approve any withdrawal of any such demandsapplications.

Shares of Dissenting Holders. Notwithstanding anything else in this Agreement to the contrarycontrary but only to the extent required by the CGCL, shares of Company Common Stock Shares that are issued and outstanding immediately prior to before the Company Merger Effective Time and that are held by holders Company Shareholders who have not voted in favor 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 or consented thereto in writing and who have demanded require appraisal rights with respect thereto in accordance with Section 262 of the DGCL their Company Shares (the "“Dissenting Shareholders” with the Company Shares held by such Dissenting Shareholders being referred to as the “Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(c), but holders of such shares shall only be entitled to receive payment such rights as are granted to them pursuant to Sections 1300-1312 of the appraised value of such shares in accordance with the provisions of such Section 262CGCL; provided, however, that any Dissenting Shares held by a holder who which, at any time after the Company Merger Effective Time, lose their status as Dissenting Shares under the CGCL shall thereafter have failed to perfect or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost forfeit the right to appraisal as provided in Section 262 of the DGCL and all such Dissenting Shares shall thereupon then be deemed to have been converted, at the Effective Time, converted into the right to receive receive, as of the Company Merger Effective Time, the Merger Consideration as described in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior without interest. Prior to the Company Merger Effective Time, evidenced such shares of Company Common Stock. The the Company shall give Parent (i) Acquiror prompt notice of any written such demands for appraisal, withdrawals of demands for appraisal of any shares, attempted withdrawals of such demands, and any other related instruments served pursuant to the DGCL that are received by the Company relating to shareholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLproceedings. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands demand for payment, or approve waive any withdrawal failure to timely deliver a written demand for appraisal or the taking of any other action by such demands.Dissenting Shareholder as may be necessary to perfect appraisal rights under the CGCL. PALOALTO 66463 v1 (2K) -14-

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued any Dissenting Shares shall automatically be cancelled and outstanding immediately prior to the Effective 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 Shares") shall not be converted into the right to receive the fair value from BDC (which, if paid following the Merger Consideration as described in Section 2.1(c), but holders of such shares shall be entitled to receive payment of the appraised value of such 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 shall thereupon be deemed to have been converted, at the Effective Time, into will be paid by the right to receive the Merger Consideration as described in Surviving Company) thereof under Section 2.1(c) upon surrender (in the manner provided in Section 2.2106(2) of the Certificate or Certificates thatCompanies Act. In respect of the Merger, immediately prior to the Effective Time, evidenced such shares of Surviving Company Common Stock. The Company and Chancery shall give Parent ATN (i) prompt notice of (A) any written demands for appraisal of any shares, Dissenting Shares or attempted withdrawal or withdrawals of such demands, demands received by the Surviving Company or Chancery and any other instruments served pursuant to under the DGCL that are Companies Act and received by the Surviving Company or Chancery relating to shareholders' rights any Dissenting Holder’s right to be paid the 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) to the extent permitted by applicable Law, the opportunity to direct participate with the Surviving Company or Chancery in any and all negotiations and proceedings with respect to any written demands for appraisal under the DGCLCompanies Act. The Company shall not, except with 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 any demands for appraisals of capital stock of the Companyto, or settle, or offer to settle or settle settle, any such demands or approve applications, or waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demandsother action to perfect appraisal rights in accordance with the Companies Act.

Shares of Dissenting Holders. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Company Shares who have not voted in favor of the Merger or consented thereto in writing and who have demanded properly exercised appraisal rights with respect thereto ("Dissenting Shares") in accordance with Section 262 of the DGCL (the "Dissenting Shares") shall DGCL, will not be converted into the right to receive the Company Merger Consideration as described in Section 2.1(c)Consideration, but and holders of such shares shall Dissenting Shares will be entitled to receive in lieu of the Company Merger Consideration payment of the appraised fair value of such shares Dissenting Shares determined 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 shall 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 perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be deemed to treated automatically as if they had been converted into and have been convertedbecome exchangeable for, at the Effective Time, into the right to receive solely the Merger Consideration as described Cash Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that2.05, immediately if this Agreement is terminated prior to the Effective Time, evidenced then the right of any holder to be paid the fair value of such shares holder's Dissenting Shares pursuant to Section 262 of Company Common Stockthe DGCL will cease. The Company shall will give Parent (i) prompt notice of any written demands received by the Company for appraisal of any sharesDissenting Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL that which are received by the Company relating to shareholders' such holder's rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands demand for appraisals of capital stock appraisal or settle or offer to settle any such demand, and Parent will not commit to make any such payment or enter into any such settlement prior to the Effective Time without the prior written consent of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands. Section 2.06.

Shares of Dissenting Holders. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Company Shares who have not voted in favor of the Merger or consented thereto in writing and who have demanded properly exercised appraisal rights with respect thereto (“Dissenting Shares”) in accordance with Section 262 of the DGCL (the "Dissenting Shares") shall DGCL, will not be converted into the right to receive the Company Merger Consideration as described in Section 2.1(c)Consideration, but and holders of such shares shall Dissenting Shares will be entitled to receive in lieu of the Company Merger Consideration payment of the appraised fair value of such shares Dissenting Shares determined 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 shall 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 perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be deemed to treated automatically as if they had been converted into and have been convertedbecome exchangeable for, at the Effective Time, into the right to receive solely the Merger Consideration as described Cash Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that2.05, immediately if this Agreement is terminated prior to the Effective Time, evidenced then the right of any holder to be paid the fair value of such shares holder’s Dissenting Shares pursuant to Section 262 of Company Common Stockthe DGCL will cease. The Company shall will give Parent (i) prompt notice of any written demands received by the Company for appraisal of any sharesDissenting Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL that which are received by the Company relating to shareholders' such holder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands demand for appraisals of capital stock appraisal or settle or offer to settle any such demand, and Parent will not commit to make any such payment or enter into any such settlement prior to the Effective Time without the prior written consent of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Shares of Dissenting Holders. 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, 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, 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 issued and outstanding immediately prior with respect to which appraisal rights are properly asserted after the Effective 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 Shares") shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(cTime), but all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders of such shares thereof shall be entitled to receive only the payment provided for by Part 13 of the appraised value of MBCA. If any such shares in accordance with the provisions of such Section 262; providedCompany Stockholder so fails to perfect, howevereffectively withdraws or loses his, that any Dissenting Shares held by a holder who shall thereafter have failed to perfect her or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost the its right to appraisal as provided in Section 262 of or to dissent from the DGCL Merger under the MBCA prior to or following the Effective Time, his, her or its Dissenting Shares shall thereupon be deemed to have been convertedconverted pursuant to Section 2.1(a), at as of the Effective Time, into the right to receive his, her or its Aggregate Allocable Portion of the Merger Consideration as described in Section 2.1(c) upon surrender (accordance with the terms hereof and in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of Company Common Stockherein. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal or payment of the fair value of any shares, attempted withdrawals of such demands, and any other instruments served on the Company pursuant to the DGCL that are received by the Company relating to shareholders' rights of appraisal MBCA and (ii) the opportunity to participate in, or, if the Company elects not to direct such actions itself, to direct all negotiations and proceedings with respect to demands for appraisal or payment under the DGCLMBCA. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands. Any payments relating to the Dissenting Shares shall be made solely by the Surviving Corporation and no funds or other property have been or will be provided by Parent or any of Parent’s other direct or indirect subsidiaries for such payment.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and Dissenting Shares outstanding immediately prior to the Effective 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 Shares") shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(c)Consideration, but holders shall, by virtue of such shares shall the Merger, be entitled to receive payment only such consideration as shall be determined pursuant to Section 262 of the appraised value of such shares in accordance with the provisions of such Section 262DGCL; provided, however, that if any holder of such Dissenting Shares held by a holder who shall thereafter have failed to perfect or shall have effectively withdrawn or lost such demand for appraisal of such shares or shall have lost the holder’s right to appraisal as and payment under the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Dissenting Shares shall have the rights and obligations provided in Section 262 of the DGCL shall thereupon be deemed to have been converted, at DCGL. Within ten (10) days after the Effective Time, into the right to receive Surviving Company shall provide each applicable holder of Dissenting Shares with the Merger Consideration as described in notice contemplated by Section 2.1(c) upon surrender (in the manner provided in Section 2.2262(d)(1) of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of Company Common StockDGCL. The Company shall give prompt written notice to Parent (i) prompt notice of any written demands received by the Company for appraisal of any sharesDissenting Shares, attempted withdrawals withdrawal of such demands, and any other instruments served pursuant to the DGCL that are received by the Company from holders of Dissenting Shares relating to shareholders' rights of appraisal appraisal, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any voluntary payment with respect to, or settle or offer to 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 appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Any issued and outstanding immediately prior shares of any Merging Company held by persons who object to the Effective Time held by Mergers and comply with all provisions of applicable law concerning the right of such holders who have not voted in favor to dissent from a Merger and demand appraisal 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 their shares (the "Dissenting SharesDISSENTING HOLDERS") shall not 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 value of such 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 shall thereupon will be deemed to have been be converted, at as of the Effective Time, into the right to receive the Merger Consideration as described amount of cash, promissory notes and common stock of New Futech calculated in Section 2.1(c) upon surrender (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 the manner provided in Section 2.2) of the Certificate or Certificates that, immediately 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 shares held by them in accordance with applicable law, then New Futech will make such payment in full satisfaction of the 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 of the fair value of such shares held by such Dissenting Holders. Prior to the Effective Time, each Merging Company Common Stock. The will give to New Futech and each other Merging Company shall give Parent (i) prompt notice of any written demands for appraisal of any sharesby Dissenting Holders. Futech, attempted withdrawals of such demandsprior to the Effective Time, and any other instruments served pursuant New Futech after the Effective Time, will have the right to the DGCL that are received by the Company relating to shareholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The A Merging Company shall will not, 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 any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands demand 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 approve any withdrawal more of any such demandstotal consideration referred to on EXHIBIT 1.6.

Shares of Dissenting Holders. Notwithstanding anything in this Agreement to the contrary, shares All Dissenting Shares shall be cancelled and converted as of Company Common Stock issued and outstanding immediately prior to the Effective 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 Shares") shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(c1.3(c), but holders 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 such shares shall be entitled to receive payment a Dissenting Share as determined by the Supreme Court of Bermuda under Section 106 of the appraised Companies Act is greater than the Merger Consideration, be paid such difference by the Surviving Company within thirty (30) days of the final Court appraisal of the fair value of such shares Dissenting Shares. Additionally, in accordance with the provisions of such Section 262; provided, however, event that a Dissenting Holder effectively withdraws or otherwise waives 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 appraisal, its Common Shares shall be cancelled and converted as provided in Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time, Time into the right to receive the Merger Consideration as described in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced for each such shares of Company Common StockDissenting Share held by such Dissenting Holder. The Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of any shares, attempted Dissenting Shares or withdrawals of such demands, and any other instruments served pursuant to the DGCL that are demands received by the Company relating and (B) to shareholders' rights the extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to direct all participate with the Company in settlement negotiations and proceedings with respect to any written demands for appraisal under the DGCLCompanies Act. The Company shall notnot voluntarily make any payment with respect to, except with or settle, or offer to settle, any such demands or applications without the prior written consent of Parent, voluntarily make any payment with respect to 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.

Shares of Dissenting Holders. Notwithstanding anything else in this Agreement to the contrarycontrary but only to the extent required by the CGCL, shares of Company Common Stock that are issued and outstanding immediately prior to before the Effective Time and that are held by holders of Company Common Stock who have not voted in favor 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 or consented thereto in writing and who have demanded require appraisal rights of their shares of Company Common Stock (the "Dissenting Shareholders," with respect thereto in accordance with Section 262 the shares of the DGCL (Company Common Stock held by such Dissenting Shareholders being referred to as the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(c), but holders of such shares shall only be entitled to receive payment such rights as are granted to them pursuant to Sections 1300 - 1312 of the appraised value of such shares in accordance with the provisions of such Section 262CGCL; provided, however, that any Dissenting Shares held by a holder who which, at any time after the Effective Time, lose their status as Dissenting Shares under the CGCL shall thereafter have failed to perfect or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost forfeit the right to appraisal as provided in Section 262 of the DGCL and all such Dissenting Shares shall thereupon then be deemed to have been convertedconverted into the right to receive, at as of the Effective Time, into the right to receive the Merger Consideration as described in Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that, immediately prior without interest. Prior to the Effective Time, evidenced such shares of Company Common Stock. The the Company shall give Parent (i) Buyer prompt notice of any written such demands for appraisal, withdrawals of demands for appraisal of any shares, attempted withdrawals of such demands, and any other related instruments served pursuant to the DGCL that are received by the Company relating to shareholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands demand for payment, or approve waive any withdrawal failure to timely deliver a written demand for appraisal or the taking of any other action by such demandsDissenting Shareholder as may be necessary to perfect appraisal rights under the CGCL.

Shares of Dissenting Holders. Notwithstanding anything else in this Agreement to the contrarycontrary but only to the extent required by the California Code, shares of Company Common Stock that are issued and outstanding immediately prior to before the Effective Time and that are held by holders of Company Common Stock who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights comply with respect thereto in accordance with Section 262 all the provisions of the DGCL California Code 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 Shareholders", with the shares of Company Common Stock held by such Dissenting Shareholders being referred to as the "Dissenting Shares") shall not 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 represent solely the right to receive payment of such consideration as may be determined to be due such Dissenting Shareholder pursuant to the appraised value of such shares in accordance with the provisions of such Section 262California Code; provided, however, that any Dissenting Shares held by a holder who which, at any time after the Effective Time, lose their status as Dissenting Shares under the California Code, shall thereafter have failed to perfect or shall have effectively withdrawn such demand for appraisal of such shares or shall have lost forfeit the right to appraisal as provided in Section 262 of the DGCL and all such Dissenting Shares shall thereupon then be deemed to have been convertedconverted into the right to receive, at as of the Effective Time, into the right to receive the Merger Consideration as described in contemplated by Section 2.1(c) upon surrender (in the manner provided in Section 2.2) of the Certificate or Certificates that), immediately prior without interest. Prior to the Effective Time, evidenced such shares of Company Common Stock. The the Company shall give Parent (i) Purchaser prompt notice of any written demands for appraisal of any sharesappraisal, attempted withdrawals of such demands, demands for appraisal and any other related instruments served pursuant to the DGCL that are received by the Company relating to shareholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, settle or offer to settle or settle any such demands or approve any withdrawal of any such demandsdemand.