Common use of Shares of Dissenting Shareholders Clause in Contracts

Shares of Dissenting Shareholders. Each issued and outstanding share of Company Stock held by a Dissenting Stockholder, if any, shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute shall be deemed, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent prompt notice of any demands received by the Company for fair value of such Company Stock, and Parent shall have the right to participate in all the negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demands.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share of Company Stock Common Shares held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting StockholderShareholder”, if anyand such shares, “Dissenting Shares”) shall not be exchanged and converted into the right to receive the Merger Consideration as described in Article IISection 2.1(a), Section 1(c) hereof but shall become be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder Shareholder pursuant to the Delaware Statute; provided, however, procedures set forth in the Companies Act. In the event that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who Shareholder fails to perfect, effectively withdraws or which shallotherwise waives any right to appraisal, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute Company Common Shares shall be deemed, deemed to be cancelled and converted as of the Effective Time, Time into the right to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)receive the Merger Consideration for each such Dissenting Share, without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of such Company Stockthe Dissenting Shares, and Parent shall have (ii) the right opportunity to participate in and direct all the negotiations and proceedings with respect to such demandsany demands for appraisal under the Companies Act. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share shares of Company Partners Common Stock held by a person who did not vote in favor of the Amalgamation and who complies with all the provisions of Bermuda law concerning the right of holders of Partners Common Stock to require appraisal of their shares of Partners Common Stock by the Supreme Court of Bermuda (such shareholder, a "Dissenting StockholderShareholder", if anyand such shares, "Dissenting Shares") shall not be exchanged and converted as described cancelled at the Effective Time in Article II, Section 1(c) hereof but shall become consideration for the right to receive such consideration as may be determined to be due payable to such Dissenting Stockholder Shareholder upon completion of the Amalgamation pursuant to the Delaware Statute; provided, however, laws of Bermuda. In the event that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who Shareholder fails to perfect, effectively withdraws or which shallotherwise loses any right to appraisal and payment under the Companies Act, after the Effective Time, withdraw his or its demand for such Dissenting Shareholder shall no longer have any right to appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute thereunder. Any such Dissenting Shareholder shall be deemed, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote elect to receive the Amalgamation Consideration and any cash in lieu of fractional shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesNTL Capital Stock. The Company Partners shall give Parent NTL (i) prompt notice of any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Partners and (ii) the Company for fair value of such Company Stock, and Parent shall have the right opportunity to participate in and direct all the negotiations and proceedings with respect to any such demands. The Company Except as required by Section 106 of the Companies Act, prior to the Effective Time, Partners shall not, except with without the prior written consent of ParentNTL, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share of Company Stock Common Shares held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting StockholderShareholder”, if anyand such shares, “Dissenting Shares”) shall not be exchanged and converted into the right to receive the Merger Consideration as described in Article IISection 0, Section 1(c) hereof but shall become be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder Shareholder pursuant to the Delaware Statute; provided, however, procedures set forth in the Companies Act. In the event that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who Shareholder fails to perfect, effectively withdraws or which shallotherwise waives any right to appraisal, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute Company Common Shares shall be deemed, deemed to be cancelled and converted as of the Effective Time, Time into the right to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)receive the Merger Consideration for each such Dissenting Share, without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of such Company Stockthe Dissenting Shares, and Parent shall have (ii) the right opportunity to participate in and direct all the negotiations and proceedings with respect to such demandsany demands for appraisal under the Companies Act. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Each issued (a) Notwithstanding anything in this Agreement to the contrary, any Company Shares that are outstanding immediately prior to the Effective Time and outstanding share of Company Stock that are held by a stockholders who shall not have voted in favor of the Merger and who shall have demanded properly in writing appraisal of such shares in accordance with Section 262 of the DGCL and who object to the Merger and comply with all provisions of the DGCL concerning the right of such person to dissent from the Merger and demand appraisal of such shares (collectively, the “Dissenting Stockholder, if any, Shares”) shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive the amounts determined in accordance with the provisions of such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shallSection 262. If, after the Effective Time, withdraw his or its any such holder effectively withdraws the demand for appraisal or lose or fail fails to perfect his or its preserve such right of appraisal as provided to appraisal, in either case pursuant to the Delaware Statute DGCL, such Dissenting Shares shall thereupon be deemeddeemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)receive, without interestany interest thereon, the Per Share Cash Consideration. (b) Any payments relating to Dissenting Shares shall be made solely by the Surviving Corporation from amounts set aside pursuant to Section 2.4(a)(i)(D) or from other sources, and Company shall not make any payment with respect to, or settle or offer to settle with, the holders of Dissenting Shares without the prior consent of Parent. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent prompt notice of any demands received by the Company for the payment of fair value of such Company Stockfor Dissenting Shares, and Parent shall have the right to participate in direct all the negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demandsDissenting Shares.

Shares of Dissenting Shareholders. Each (i) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share of Company Stock Shares held by a Person who has not voted in favor of or consented to the adoption of this Agreement and is otherwise entitled to demand and properly demands appraisal and has otherwise complied with all the provisions of Section 23-1-44 of the IBCL concerning dissenters’ rights (such Person being referred to as a “Dissenting Stockholder, if any, Shareholder” and such Shares being referred to as “Dissenting Shares”) shall not be exchanged and converted into the right to receive the Merger Consideration as described in Article IISection 2.01(b), Section 1(c) hereof but shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder Shareholder pursuant to the Delaware Statuteprocedures set forth in Section 23-1-44 of the IBCL; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a if such Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or Shareholder withdraws its demand for appraisal or lose or fail fails to perfect his or otherwise loses its right of appraisal appraisal, in any case pursuant to the IBCL, its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest, in accordance with the provisions of this Agreement. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 23-1-44 of the IBCL and as provided in the Delaware Statute previous sentence. Any payments required to be made with respect to the Dissenting Shares shall be deemed, as of made by the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. Surviving Corporation. (ii) The Company shall give Parent prompt notice of any demands received by the Company for fair value dissenters’ rights of any Shares, withdrawals of such Company Stockdemands and any other instruments served pursuant to Section 23-1-44 of the IBCL, and Parent shall have the right (and the Company shall provide Parent with the opportunity) to participate in all the negotiations and proceedings with respect to such demandsthereto. The Company shall not, except with without the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demands.

Shares of Dissenting Shareholders. Each issued and outstanding share Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a shareholders who shall not have voted in favor of the Merger and who shall have given to the Company (and from whom the Company shall have actually received), before the vote is taken at the Company Shareholders Meeting to adopt this Agreement, written notice of such shareholder's intent to demand payment for such shareholder's shares of Company Common Stock if the Merger is effectuated in accordance with Article 13 of the NCBCA, and not failed to preserve such shareholder's right to receive payment for such shares by failing to take those actions required by such Article 13 within the time periods stipulated therein (collectively, the "Dissenting Stockholder, if any, Shares") shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into or represent the right to receive the Merger Consideration. Such shareholders shall be entitled to receive the amounts determined in accordance with the provisions of such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shallArticle 13. If, after the Effective Time, withdraw his or its demand for appraisal or lose or fail any such holder fails to perfect his or its right of appraisal as provided in the Delaware Statute preserve such rights, such Dissenting Shares shall thereupon be deemeddeemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)receive, without interest. After any interest thereon, the Effective Time, as consideration provided for in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to 1.7 as if such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesholder had made a Non-Election. The Company shall give Parent prompt notice of any notice or demands for payment in accordance with Article 13 of the NCBCA for shares of Company Common Stock received by the Company for fair value of such Company StockCompany, and Parent shall have the right to participate in direct all the proceedings, negotiations and proceedings with actions taken by the Company in respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demandsthereof.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share shares of Company Capital Stock held by a person (a "Dissenting Stockholder, if any, Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing and who shall have properly demanded appraisal for such shares in accordance with Section 262 of the Business Corporation Act ("Dissenting Shares") shall not be exchanged and converted as described in Article IISection 3.01(c), Section 1(c) hereof but shall become the unless such holder fails to perfect or withdraws or otherwise loses his right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shallappraisal. If, after the Effective Time, withdraw his or its demand for appraisal or lose or fail such Dissenting Shareholder fails to perfect or withdraws or loses his or its right to appraisal, such Dissenting Shareholder's shares of appraisal as provided in Company Capital Stock shall no longer be considered Dissenting Shares for the Delaware Statute purposes of this Agreement and shall thereupon be deemeddeemed to have been converted into and to have been exchangeable for, as of at the Effective Time, the right to be exchanged and converted into receive for each such share the amount in cash (and, if applicable, the number of shares of Parent Preferred Stock as provided in Article II, Section 2(dCommon Stock), without interest. After the Effective Time, as provided in Section 262 that a holder of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Capital Stock subject and who had made a Cash Election (as defined below) with respect to such 9. Nondissenting Share pursuant to Section 3.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Sections 3.02(e) and (f) (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesShares). The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of Company Capital Stock received by the Company for fair value of such Company Stock, and Parent shall have (ii) the right opportunity to participate in and direct all the negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any shares of Seller Common Stock that are issued and outstanding share as of Company Stock the Effective Time and that are held by a shareholder who has properly exercised his dissenter’s rights under Chapter 23B.13 of the Washington Code (the “Dissenting Stockholder, if any, Shares”) shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into the right to receive the Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the Washington Code, and shall receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the Delaware Statute; providedrequirements of the Washington Code. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, however, that each share of Company such holder’s Seller Common Stock issued shall thereupon be deemed to have been converted into and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute shall be deemedhave become, as of the Effective Time, the right to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)receive, without interest. After any interest thereon, the Effective TimeStock Consideration or the Cash Consideration, or a combination thereof, as provided determined by Buyer in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesits sole discretion. The Company Seller shall give Parent Buyer (i) prompt notice of any notice or demands received regarding dissatisfaction by any dissenting stockholder with the Company for Seller’s estimate of the fair value of such Company stockholder’s shares of Seller Common Stock received by Seller or the commencement of any court action to determine the fair value of a dissenting shareholder’s shares of Seller Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all the negotiations and proceedings with respect to any such demandsdemands or notices. The Company Seller shall not, except with without the prior written consent of ParentBuyer, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demandsdemands or court actions.

Shares of Dissenting Shareholders. Each issued and outstanding share Anything in this Agreement to the contrary notwithstanding, shares of Company Stock held by a Dissenting Stockholder, if any, shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Common Stock issued and outstanding at immediately prior to the Effective Time and held by a holder of record who has complied with the applicable provisions of Chapter 10, Subchapter H of the TBOC prior to the Effective Time (“Dissenting Stockholder who or which shallShareholder Statute” and any such shares meeting the requirement of this sentence, after “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood and acknowledged that at the Effective Time, withdraw his or its demand for appraisal or lose or such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such holder shall fail to perfect his or its otherwise shall waive, withdraw or lose the right to payment of the fair market value of such Dissenting Shares under the Dissenting Shareholder Statute, then the right of appraisal as provided in the Delaware Statute such holder to any such payments shall cease and such Dissenting Shares shall be deemed, deemed to have been converted as of the Effective TimeTime into, and to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)have become exchangeable solely for the right to receive, without interest. After interest or duplication, the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesMerger Consideration. The Company shall give prompt written notice to Parent prompt notice of any demands written demands, notices or instruments received by the Company for fair value pursuant to the Dissenting Shareholder Statute and or relating to the Dissenting Shareholder Statute or any alleged dissenter’s or similar rights, and any withdrawals of such Company Stockdemands, and Parent shall have the right opportunity, at Parent’s expense, to participate in and direct all the negotiations and proceedings with respect to such demands, provided, that Parent shall consult with the Company with respect to such negotiations and proceedings. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, as and if applicable, Dissenting Shares that are issued and outstanding share of Company Stock held by a Dissenting Stockholder, if any, immediately prior to the Effective Time shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into or be exchangeable for the right to receive the Shareholder Consideration unless and until the corresponding Dissenting Shareholders shall have failed to perfect or shall have effectively withdrawn or lost their dissenter's rights under the CBCA or other applicable Law, and until such consideration as may be determined to be due to time Parent shall retain the Shareholder Consideration otherwise payable in respect of such Dissenting Stockholder pursuant Shares. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, the Delaware Statute; provided, however, that each share applicable Dissenting Shares shall thereupon be treated as though such shares of Company Common Stock issued had been converted into and outstanding at become exchangeable for the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail right to perfect his or its right of appraisal as provided in the Delaware Statute shall be deemedreceive, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, appropriate share of the Shareholder Consideration as provided in Section 262 2.7 from the Shareholder Consideration retained by Parent. The Company shall give Parent: (a) prompt notice of the Delaware Statute, no Dissenting Stockholder will be entitled any notice of dissenters' rights with respect to vote the any shares of Company Common Stock subject to or attempted withdrawals of such Dissenting Stockholder's demand for appraisal for notices and any purpose or be entitled other instruments served pursuant to the payment of dividends CBCA or other distributions on such shares. The Company shall give Parent prompt notice of any demands applicable Law and received by the Company for fair value of such Company Stockrelating to the Dissenting Shareholders' dissenters' rights, and Parent shall have (b) the right opportunity to participate direct, in its reasonable business judgment, all the negotiations and proceedings with respect to exercise of such demandsdissenters' rights. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demandsexercise of dissenters' rights.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share of Company Stock IPC Common Shares held by a person who did not vote in favor of the Amalgamation 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 (such shareholder, a “Dissenting StockholderShareholder”, and such shares, “Dissenting Shares”) shall, at the Effective time, be cancelled and converted into the right to receive the Amalgamation Consideration as described in Section 2.1(a), and the right to receive the excess thereof, if any, as appraised by the Supreme Court of Bermuda under Section 106 of the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its IPC Common Shares shall not be exchanged cancelled and converted as described in Article II, Section 1(c) hereof but shall become of the Effective Time into the right to receive such consideration as may be determined to be due to the Amalgamation Consideration for each such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute shall be deemed, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interestShare. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company IPC shall give Parent Validus (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by IPC and (B) to the Company extent that IPC has actual knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of such Company Stockthe Dissenting Shares, and Parent shall have (ii) the right opportunity to participate with IPC in all the negotiations and proceedings with respect to such demandsany demands for appraisal under the Companies 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 (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary but only to the extent required by the TL, shares of Micrografx Common Stock that are issued and outstanding share of Company Stock immediately prior to the Effective Time and held by a person (a "Dissenting Stockholder, if any, Shareholder") who shall not have voted to approve and adopt this Agreement or consented thereto in writing and who shall have complied with all of the provisions of the TL to dissent from the Merger and to demand appraisal for such shares in accordance with Article 5.12 of the TL (the "Dissenting Shares") shall not be exchanged and converted as described in Article IISection 2.01(c), Section 1(c) hereof unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal, but shall instead become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder Shareholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shallTL. If, after the Effective Time, withdraw his or its demand for appraisal or lose or fail such Dissenting Shareholder fails to perfect or withdraws or otherwise loses his or its right to appraisal, such Dissenting Shareholder's shares of appraisal as provided in the Delaware Statute Micrografx Common Stock shall no longer be deemedconsidered Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, as of at the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 Shares of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Corel Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesand Corel PRs. The Company Micrografx shall give Parent Corel prompt notice of any demands received by the Company Micrografx for fair value appraisal of such Company shares of Micrografx Common Stock, and Parent Corel shall have the right to participate in all the negotiations and proceedings with respect to such demands. The Company Micrografx shall not, except with the prior written consent of ParentCorel, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demands.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, as and if applicable, Shares that are issued and outstanding share of Company Stock immediately prior to the Effective Time and which are held by a Shareholders who did not vote in favor of the Merger (the “Dissenting StockholderShares”), if anywhich Shareholders comply with all of the relevant provisions of the applicable Legal Requirements (the “Dissenting Shareholders”), shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into or be exchangeable for the right to receive the Merger Consideration, unless and until such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail holders shall have failed to perfect his or its right of shall have effectively withdrawn or lost their rights to appraisal as provided in the Delaware Statute shall be deemed, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesunder applicable Legal Requirements. The Company shall give Parent Buyer (a) prompt notice of any demands for appraisal of any Shares or attempted withdrawals of such demands and any other instruments served pursuant to applicable Legal Requirements and received by the Company for fair value relating to the Dissenting Shareholders’ rights of such Company Stockappraisal, and Parent shall have (b) the right opportunity to participate direct, in its reasonable business judgment, all the negotiations and proceedings with respect to such demandsdemands for appraisal under applicable Legal Requirements. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of ParentBuyer, voluntarily make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be converted into the right to receive, as of the Effective Time, its pro rata portion of the Closing Merger Consideration pursuant to this Agreement.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any shares of CCI Common Stock (and the associated Rights) that are issued and outstanding share of Company Stock immediately prior to the Effective Time and that are held by a shareholders who shall not have voted in favor of the Merger and who shall have demanded properly in writing payment for such shares in accordance with Article 113 of the CBCA (collectively, the "Dissenting Stockholder, if any, Shares") shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into or represent the right to receive the Merger Consideration or any cash in lieu of fractional shares of CCI Common Stock (and the associated Rights). Such shareholders shall be entitled to receive payment of the fair value (as defined in Article 113) of such consideration as may be determined to be due to such Dissenting Stockholder pursuant to shares of CCI Common Stock (and the Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and associated Rights) held by a them in accordance with the provisions of Article 113 of the CBCA, except that all Dissenting Stockholder Shares held by shareholders who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail shall have failed to perfect his or its right who effectively shall have withdrawn or lost their rights to payment for such shares of appraisal CCI Common Stock (and the associated Rights) under such Article 113 shall thereupon be treated as provided in the Delaware Statute shall be deemedshares that are not Electing Shares and had been converted into and had become exchangeable, as of the Effective Time, for the right to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d)receive, without interestany interest thereon, the Merger Consideration. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company CCI shall give Parent Merger Sub prompt notice of any notice or demands for payment in accordance with Article 113 of the CBCA for shares of CCI Common Stock received by the Company for fair value of such Company Stock, CCI and Parent Merger Sub shall have the right to participate in and approve all the negotiations and proceedings with respect to such demands. The Company CCI shall not, except with the prior written consent of ParentMerger Sub, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settle, any such demands.

Shares of Dissenting Shareholders. Each issued and outstanding share (a) Notwithstanding anything in this Agreement to the contrary, although the parties do not believe that any of Company Stock held by a Dissenting Stockholderthe ANFI Common Shares qualify as "dissenting shares" under Chapter 13 of the GCL (relating to dissenters' rights), if anyChapter 13 of the GCL is for some reason applicable, any ANFI Common Shares that are dissenting shares as defined in Chapter 13 of the GCL (the "Dissenting Shares") shall not be exchanged and converted as described in Article II, Section 1(c) hereof but shall become into or represent the right to receive such consideration as may the Merger Consideration. Shareholders of the Dissenting Shares shall be entitled to receive the amounts determined to be due to such Dissenting Stockholder pursuant to in accordance with the Delaware Statute; provided, however, that each share provisions of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shallGCL. If, after the Effective Time, withdraw his or its any such holder effectively withdraws the demand for appraisal or lose or fail fails to perfect his or its preserve such right of appraisal as provided to appraisal, in either case pursuant to the Delaware Statute GCL, such Dissenting Shares shall thereupon be deemeddeemed to have been converted into and to have become exchangeable for, as of the Effective Time, to be exchanged and converted into Parent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent prompt notice of any demands received by the Company for fair value of such Company Stock, and Parent shall have the right to participate in all receive, without any interest thereon, the negotiations and proceedings with respect Merger Consideration as to such demands. The Company shares. (b) Any payments relating to Dissenting Shares shall notbe made solely by the Surviving Corporation, except with the prior written consent of Parent, and ANFI shall not make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle or offer to settlesettle with, the holders of Dissenting Shares without the prior consent of FNF. ANFI shall give FNF prompt notice of any such demandsdemands received by ANFI for the payment of fair value for Dissenting Shares, and FNF shall have the right to direct all negotiations and proceedings with respect to Dissenting Shares.

Shares of Dissenting Shareholders. Each Notwithstanding anything in this Agreement to the contrary, any Shares that are issued and outstanding share of Company Stock immediately prior to the Effective Time and that are held by a Dissenting Stockholder, if any, shareholder who shall not have voted such Shares in favor of the adoption of the Merger and who shall have timely delivered a written demand for the payment of the fair cash value of such Shares in the manner provided in Section 1701.85 of the OGCL (the "DISSENTING SHARES") shall not be exchanged and converted as described in Article II, Section 1(c) hereof into the right to receive the Merger Consideration but shall become the right to receive payment of the fair cash value of such consideration Shares in accordance with the provisions of Section 1701.85 of the OGCL; PROVIDED, HOWEVER, that (i) if any holder of Dissenting Shares shall subsequently withdraw such holder's demand for payment of the fair cash value of such Shares (with the consent of the Surviving Corporation by action of its directors), (ii) if any holder of Dissenting Shares fails to comply with such Section 1701.85 (unless the Surviving Corporation by action of its directors waives such failure), (iii) if Farnell abandons or is finally enjoined or prevented from carrying out, or the holders of Shares rescind their adoption of, the Merger or (iv) if the Surviving Corporation and any holder of Dissenting Shares will not have come to an agreement as to the fair cash value of such holder's Dissenting Shares, and neither such holder of Dissenting Shares nor the Surviving Corporation has filed or joined in a petition demanding a determination of the value of all Dissenting Shares within the period provided in Section 1701.85 of the OGCL, the right and obligation of such holder or holders (as the case may be determined be) to be due receive such fair cash value shall terminate, and, subject to applicable law, such Dissenting Stockholder pursuant Shares shall thereupon be deemed to the Delaware Statute; provided, however, that each share of Company Stock issued have been converted into and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Delaware Statute shall be deemedhave become, as of the Effective Time, the right to receive, without any interest thereon, the components of the Merger Consideration in such form and amounts as determined by Farnell in its sole discretion. Holders of Shares who have perfected statutory rights with respect to Dissenting Shares as aforesaid shall not be exchanged and converted into Parent Preferred Stock paid as provided in Article IIthis Agreement, and shall have only have such rights as are provided by Section 2(d), without interest. After the Effective Time, as provided in Section 262 1701.85 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject OGCL with respect to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such sharesShares. The Company shall give Parent Farnell (i) prompt notice of any notice or demands for payment for Dissenting Shares pursuant to Section 1701.85 of the OGCL received by the Company for fair value of such Company Stock, and Parent shall have (ii) the right opportunity to participate in and direct all the negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, except with without the prior written consent of ParentFarnell, make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.