Common use of Shares of Dissenting Shareholders Clause in Contracts

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from the Merger under Chapter 23B.13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices of dissent to Parent. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive Merger Consideration as set forth in subsection (a) of Section 3.1.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from the Merger under Chapter 23B.13 Sections 60.551 to 60.594 of the WBCA OBCA and who has exercised, when and in the manner required by Chapter 23B.13 Sections 60.551 to 60.594 of the WBCA OBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 Sections 60.551 to 60.594 of the WBCA OBCA in connection with the Merger (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 Sections 60.551 to 60.594 of the WBCAOBCA, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 Sections 60.551 to 60.594 of the WBCAOBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices of dissent to Parent. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 Sections 60.551 to 60.594 of the WBCAOBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive Merger Consideration Consideration, without any interest thereon, as set forth in subsection (a) of Section 3.1 or converted or cancelled in accordance with subsections (b) or (c) of Section 3.1, as applicable.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Common Stock that are issued and outstanding shares of Company Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case held by a person (a "Dissenting 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 DGCL ("Dissenting Shares") shall not be converted as described in Section 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, the right to receive for each such share the amount in cash (and, if applicable, the number of shares of Bethlehem Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Stock and who had made a Cash Election (as defined below) with respect to such Nondissenting Share pursuant to Section 2.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (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 Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time and held by who had not made a shareholder who is entitled to dissent from the Merger under Chapter 23B.13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, but shall instead be entitled only to such rights Cash Election with respect to such Dissenting Nondissenting Shares as may be granted pursuant to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record Section 2.02 prior to the Effective Time)Election Date would have received after giving effect to Section 2.03. The Company shall promptly provide give Bethlehem (i) prompt notice of any notices demands for appraisal of dissent to Parent. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Company Common Stock or Company Series B Preferred Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall no longer be Dissenting Shares andnot, if without the occurrence prior written consent of Bethlehem, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive Merger Consideration as set forth in subsection (a) of Section 3.1demands.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from the Merger under Chapter 23B.13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to At the Effective Time, each Dissenting Share shall be converted into one Surviving Corporation Share and, unless otherwise required by applicable Law, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger (“Dissenting Shares”) Surviving Corporation Share shall not be converted into the right to receive the Merger Consideration unless from the Exchange Agent. Any Dissenting Shareholders shall receive payment of the Merger Consideration only upon such final determination of the claim relating to those Dissenting Shares, and, 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 Merger Consideration, shall be entitled to receive, following the decision of the court, a cash payment in an amount equal to the difference between the Appraised Fair Value and until the value of the Merger Consideration from the Surviving Corporation by payment within thirty (30) days after the Appraised Fair Value is finally determined pursuant to such shareholder appraisal procedure. The Company shall have effectively withdrawn give Parent (i) prompt notice of (A) any demands for appraisal of Dissenting Shares or lost (through failure attempted withdrawal or withdrawals of such demands received by the Company and any other instruments served under the Companies Act and received by the Company relating to perfect or otherwise) such shareholderany Dissenting Shareholder’s right to obtain payment be paid the fair value of such Dissenting Shareholder’s Dissenting Shares and (B) to the extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of such shareholder’s the Dissenting Shares under Chapter 23B.13 of and (ii) to the WBCAextent permitted by applicable Law, but shall instead be entitled only the opportunity to such rights participate with the Company in any and all negotiations and proceedings with respect to such Dissenting Shares as may be granted to such shareholder any written demands for appraisal under Chapter 23B.13 the Companies Act. Neither the Company nor Parent shall, without the prior written consent of the WBCA. From and after the Effective Timeother party, Dissenting Shares shall not be entitled voluntarily make any payment with respect to, or settle, or offer to vote for settle, any purpose such demands or be entitled to the payment of dividends applications, or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide waive any notices of dissent to Parent. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to timely deliver a written demand for appraisal or timely take any other action to perfect or otherwise) such shareholder’s right to obtain payment of appraisal rights in accordance with the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive Merger Consideration as set forth in subsection (a) of Section 3.1Companies Act.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder shareholders who is entitled shall not have voted in favor of the First Merger and who shall have demanded properly in writing appraisal of such shares in accordance with Section 0-000-000 of the CBCA and who object to the First Merger and comply with all provisions of the CBCA concerning the right of such person to dissent from the First Merger under Chapter 23B.13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value demand appraisal of such shares under Chapter 23B.13 of (collectively, the WBCA in connection with the Merger (“"Dissenting Shares”") shall not be converted into or represent the right to receive FNIS Common Shares and/or cash contemplated to be issued pursuant to this Article III. Such shareholders shall be entitled instead to receive the amounts determined in accordance with the provisions of Sections 0-000-000 through 301 of the CBCA. If, after the Effective Time, any such holder effectively withdraws the demand for appraisal or fails to preserve such right to appraisal, in either case pursuant to the CBCA, such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment applicable portion of the fair value of such shareholder’s Dissenting FNIS Common Shares under Chapter 23B.13 of and/or cash, as adjusted pursuant to Section 3.1(e) at the WBCAClosing, but shall instead contemplated to be entitled only issued pursuant to such rights this Article III in connection with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices of dissent to ParentFirst Merger. (b) If any shareholder who holds Any payments relating to Dissenting Shares effectively withdraws shall be made solely by the First Surviving Corporation or, in the event of a Double Merger, the Second Surviving Corporation, and the Company shall not make any payment with respect to, or loses (through failure settle or offer to perfect or otherwise) such shareholder’s right to obtain settle with, the holders of Dissenting Shares without the prior consent of FNIS. The Company shall give FNIS prompt notice of any demands received by the Company for the payment of the fair value of such shareholder’s for Dissenting Shares under Chapter 23B.13 of the WBCAShares, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock FNIS shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into have the right to receive Merger Consideration as set forth in subsection (a) of Section 3.1direct all negotiations and proceedings with respect to Dissenting Shares.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, other than as provided in Section 3.3(b), in the event that appraisal rights shall be available for shares of Company Common Stock pursuant to the provisions of the VBCA, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from who, in accordance with Section 13.21 of the VBCA, has not voted in favor of the Merger under Chapter 23B.13 of the WBCA or consented thereto in writing and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA properly delivered to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value Company written notice of such shareholder’s intent to assert dissenters’ rights and demand payment for his or her shares under Chapter 23B.13 of the WBCA in connection with if the Merger is effectuated (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCAConsideration, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 of the WBCAVBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices of dissent to Parent, and Parent shall have the right to participate in all negotiations and proceedings with respect to each such dissent. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any Dissenting Shares, or offer to settle or settle, the dissenters’ rights claims of any shareholder with respect to the Merger. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCAVBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Company Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive Merger Consideration Consideration, without interest, as set forth in subsection (a) of Section 3.13.1(a)(i).

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from the Merger under Chapter 23B.13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger (“"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s 's right to obtain payment of the fair value of such shareholder’s 's Dissenting Shares under Chapter 23B.13 of the WBCA, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company , and holders of Dissenting Shares shall promptly provide any notices have no rights as a shareholder of dissent the Surviving Corporation with respect to Parentsuch Dissenting Shares, except those provided under Chapter 23B.13 of the WBCA. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s 's right to obtain payment of the fair value of such shareholder’s 's Dissenting Shares under Chapter 23B.13 of the WBCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s 's shares of Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive Merger Consideration Consideration, without any interest thereon, as set forth in subsection (a) of Section 3.1 or converted or cancelled in accordance with subsections (b) or (c) of Section 3.1, as applicable. (c) The Company shall give Parent (i) prompt notice of any notices of intent to demand payment for any shares of Common Stock, attempted withdrawals of such demands for payment and any other instruments served pursuant to the WBCA and received by the Company relating to the exercise of dissenters' rights under Chapter 23B.13 of the WBCA and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to the exercise of dissenters' rights under the WBCA. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to the exercise of dissenters' rights or settle or offer to settle any demands for payment with respect to Dissenting Shares.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder holder who is entitled to dissent from the Merger has properly exercised and perfected his or her dissenters’ rights under Chapter 23B.13 Article 13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger ABCA (“Dissenting Shares”) shall not be converted into or exchangeable for the right to receive the Merger Consideration unless and until such shareholder Cash Payout or Equity Price, as applicable, but shall have effectively withdrawn or lost (through failure entitle the holder thereof to perfect or otherwise) such shareholder’s right to obtain receive payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 in accordance with the provisions of Article 13 of the WBCA, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices of dissent to ParentABCA. (b) If any shareholder who holds At the Effective Time, the Dissenting Shares effectively withdraws or loses (through failure shall no longer be outstanding and shall automatically be canceled and shall cease to perfect or otherwise) such shareholder’s exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to obtain payment of receive the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 in accordance with Article 13 of the WBCAABCA. If such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to receive payment under Article 13 of the ABCA, theneach share of Company Common Stock of such holder shall no longer be a Dissenting Share and thereupon shall be deemed to have been converted into and to have become exchangeable for, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had as of the Effective Time been converted into the right to receive the Cash Payout or Equity Price, as applicable, without any interest thereon in accordance with Section 2.8. (c) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to the ABCA (including instruments concerning appraisal or dissenters’ rights) and received by the Company, together with a copy of any such demand and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for the appraisal of any shares of Company Common Stock or offer to settle or settle any such demands unless such payment or settlement will not result in any obligation of Parent or the Surviving Corporation following the Effective Time. (d) In the event that any holder of shares of Company Common Stock asserts any dissenters’ rights, this Agreement shall be deemed to have been amended and restated to reduce the aggregate payments (including the Cash Consideration, the Parent Shares and Escrow Fund) contemplated to be made to the Company Shareholders hereunder so as to cause each such holder (other than any such holder with Dissenting Shares) to receive the consideration that such holder would have received in connection with the Merger Consideration as set forth in subsection (a) of Section 3.1had there been no Dissenting Shares.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from the Merger under Chapter 23B.13 of the WBCA and who has exercised, when and in the manner required by Chapter 23B.13 of the WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger (“Dissenting Shares”) shall Shares will not be converted into the right to receive that portion of the Broadcom Merger Consideration unless and until otherwise payable with respect to such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s Broadcom Common Shares after the Broadcom Effective Times, but will instead be converted into the right to obtain payment of the fair value of receive such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, but shall instead consideration as may be entitled only determined to such rights be due with respect to such Dissenting Shares as may be granted pursuant to such shareholder under Chapter 23B.13 13 of the WBCACGCL. From and after the Effective Time, If a Dissenting Shareholder withdraws such holder’s demand for purchase of such Dissenting Shares shall not be entitled for fair market value pursuant to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices of dissent to Parent. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to obtain payment Chapter 13 of the fair value of CGCL or becomes ineligible for such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCApayment and appraisal, then, as of the later of the Broadcom Effective Time and Times or the occurrence of such effective event of withdrawal or lossineligibility, whichever last occurs, such shareholderholder’s shares of Common Stock shall no longer Dissenting Shares will cease to be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall and will be treated as if they had as of the Effective Time been converted into the right to receive receive, and will be exchangeable for, the Broadcom Merger Consideration into which such Dissenting Shares would have been converted pursuant to Section 3.1 as set forth in subsection if such shares were Cash Electing Shares. Each Dissenting Shareholder who, pursuant to Chapter 13 of the CGCL, becomes entitled to payment of the fair market value of the Dissenting Shares will receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). Broadcom shall give Avago (a) prompt notice of Section 3.1any demands received by Broadcom for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL and/or payment in respect thereof, attempted written withdrawals of such demands, and any other instruments served pursuant to Chapter 13 of the CGCL and received by Broadcom relating to shareholders’ demands for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL with respect to the Cash/Stock Merger and the Unit Merger, and (b) the opportunity to participate in negotiations and proceedings with respect to any exercise of such rights under Chapter 13 of the CGCL, provided, that Broadcom shall direct and control any such negotiations and proceedings. Except as required by applicable Law or pursuant to an order, decree or ruling of a Governmental Entity having jurisdiction over Broadcom, Broadcom shall not (and shall not agree to), without the prior written consent of Avago, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand or to timely take any other action for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL.

Shares of Dissenting Shareholders. (a) Notwithstanding anything in this Agreement (other than Section paragraph 3.3(b) to this Agreement) to the contrary, any shares (each a “Dissenting Share”) of Company Common Stock, Company Series A Preferred Stock or Company Series B Preferred Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to dissent from the Merger a right of appraisal under Chapter 23B.13 Section 13.1-730 of the WBCA VSCA and who has exercised, when and in the manner required by Chapter 23B.13 Sections 13.1-733 and -735.1 of the WBCA VSCA (to the extent so required prior to the Effective Time), such right to dissent of appraisal and to obtain payment of the fair value of such shares under Chapter 23B.13 Section 13.1-730 of the WBCA VSCA in connection with the Merger (“Dissenting Shares”) shall not be converted into the right to receive the applicable Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 Section 13.1-730 of the WBCAVSCA, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Chapter 23B.13 Section 13.1-730 of the WBCAVSCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). The Company shall promptly provide any notices copies of each notice of dissent to Parent. (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 Section 13.1-730 of the WBCAVSCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Company Common Stock, Company Series A Preferred Stock and/or Company Series B Preferred Stock shall no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, shall be treated as if they had had, as of the Effective Time Time, been converted into the right to receive applicable Merger Consideration as set forth in subsection paragraphs 3.1(a), (ab) and/or (c) of Section 3.1this Agreement, as the case may be.