Common use of Shares of Dissenting Shareholders Clause in Contracts

Shares of Dissenting Shareholders. At the Effective Time, each Dissenting Share shall be converted into one Surviving Corporation Share and, unless otherwise required by applicable Law, such Surviving Corporation Share shall be converted into the right to receive the Merger Consideration 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 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 appraisal procedure. The Company shall give Parent (i) prompt notice of (A) any demands for appraisal of Dissenting Shares or 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 any Dissenting Shareholder’s right to 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 the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company in any and all negotiations and proceedings with respect to any written demands for appraisal under the Companies Act. Neither the Company nor Parent shall, without the prior written consent of the other party, 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 for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Act.

Shares of Dissenting Shareholders. At Notwithstanding anything in this Agreement to the contrary, any 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, each such Dissenting Share 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 one Surviving Corporation Share andand to have become exchangeable for, unless otherwise required by applicable Lawat the Effective Time, such Surviving Corporation Share shall be converted into (x) in the case of Company Common Stock, the right to receive for each such share the Merger Consideration from amount in cash (and, if applicable, the Exchange Agent. Any 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 Shareholders shall Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive payment for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the Merger Consideration only upon number of Nondissenting Shares of Company Common Stock into which such final determination share 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 Company Series B Preferred Stock could have been converted immediately prior to the difference between the Appraised Fair Value and the value of the Merger Consideration from the Surviving Corporation by payment within thirty (30) days after the Appraised Fair Value is finally determined Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to such appraisal procedureSection 2.02 prior to the Election Date would have received after giving effect to Section 2.03. The Company shall give Parent Bethlehem (i) prompt notice of (A) any demands for appraisal of Dissenting Shares shares of Company Common Stock or attempted withdrawal or withdrawals of such demands Company Series B Preferred Stock received by the Company and any other instruments served under the Companies Act and received by the Company relating to any Dissenting Shareholder’s right to 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 the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company in any and direct all negotiations and proceedings with respect to any written demands for appraisal under the Companies Actsuch demands. Neither the The Company nor Parent shallshall not, without the prior written consent of the other partyBethlehem, voluntarily make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Actdemands.

Shares of Dissenting Shareholders. At the Effective Time, each Dissenting Share shall be converted into one Surviving Corporation Share and, unless otherwise required by applicable Law, such Surviving Corporation Share shall Shares will not be converted into the right to receive that portion of the Broadcom Merger Consideration from otherwise payable with respect to such Broadcom Common Shares after the Exchange AgentBroadcom Effective Times, but will instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Chapter 13 of the CGCL. Any If a Dissenting Shareholders shall receive Shareholder withdraws such holder’s demand for purchase of such Dissenting Shares for fair market value pursuant to Chapter 13 of the CGCL or becomes ineligible for such payment and appraisal, then, as of the Broadcom Effective Times or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to 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 if such shares were Cash Electing Shares. Each Dissenting Shareholder who, pursuant to Chapter 13 of the CGCL, becomes entitled to 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 the market value of the Merger Consideration from the Surviving Corporation by Dissenting Shares will receive payment within thirty therefor (30) days but only after the Appraised Fair Value is value therefor has been agreed upon or finally determined pursuant to such appraisal procedureprovisions). The Company Broadcom shall give Parent Avago (ia) prompt notice of (A) any demands received by Broadcom for appraisal the purchase of Dissenting Broadcom Common Shares or pursuant to Chapter 13 of the CGCL and/or payment in respect thereof, attempted withdrawal or written withdrawals of such demands received by the Company demands, and any other instruments served under pursuant to Chapter 13 of the Companies Act CGCL and received by the Company Broadcom relating to any Dissenting Shareholder’s right shareholders’ demands for the purchase of Broadcom Common Shares pursuant to be paid Chapter 13 of the fair value of such Dissenting Shareholder’s Dissenting Shares CGCL with respect to the Cash/Stock Merger and the Unit Merger, and (Bb) to 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 participate with the Company in any and all negotiations and proceedings with respect to any written demands for appraisal exercise of such rights under Chapter 13 of the Companies ActCGCL, provided, that Broadcom shall direct and control any such negotiations and proceedings. Neither the Company nor Parent shallExcept 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 the other partyAvago, 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 for appraisal or to timely take any other action for the purchase of Broadcom Common Shares pursuant to perfect appraisal rights in accordance with Chapter 13 of the Companies ActCGCL.

Shares of Dissenting Shareholders. At 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 immediately prior to the Effective Time and held by a person (a "Dissenting 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 converted as described in Section 2.01(c), 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 such Dissenting Shareholder pursuant to the TL. If, after the Effective Time, each such Dissenting Share Shareholder fails to perfect or withdraws or otherwise loses his right to appraisal, such Dissenting Shareholder's shares of Micrografx Common Stock shall no longer be considered Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to have been converted into one Surviving Corporation Share andand to have become exchangeable for, unless otherwise required at the Effective Time, Shares of Corel Common Stock and Corel PRs. Micrografx shall give Corel prompt notice of any demands received by applicable LawMicrografx for appraisal of shares of Micrografx Common Stock, such Surviving Corporation Share and Corel shall be converted into have the right to receive the Merger Consideration 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, participate 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 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 appraisal procedure. The Company shall give Parent (i) prompt notice of (A) any demands for appraisal of Dissenting Shares or 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 any Dissenting Shareholder’s right to 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 the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company in any and all negotiations and proceedings with respect to any written demands for appraisal under the Companies Actsuch demands. Neither the Company nor Parent shallMicrografx shall not, without the except with prior written consent of the other partyCorel, voluntarily make any payment with respect to, or settle, settle or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Actdemands.

Shares of Dissenting Shareholders. At Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Capital Stock 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 Business Corporation Act ("Dissenting Shares") shall not be converted as described in Section 3.01(c), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, each such Dissenting Share Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Capital Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into one Surviving Corporation Share andand to have been exchangeable for, unless otherwise required by applicable Lawat the Effective Time, such Surviving Corporation Share shall be converted into the right to receive for each such share the Merger Consideration from amount in cash (and, if applicable, the Exchange Agentnumber of shares of Parent Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Capital Stock and who had made a Cash Election (as defined below) with respect to such 9. Any Dissenting Shareholders 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 receive payment of be made to the Merger Consideration only upon 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 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 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 appraisal procedure). The Company shall give Parent (i) prompt notice of (A) any demands for appraisal of Dissenting Shares or attempted withdrawal or withdrawals shares of such demands Company Capital Stock received by the Company and any other instruments served under the Companies Act and received by the Company relating to any Dissenting Shareholder’s right to 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 the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company in any and direct all negotiations and proceedings with respect to any written demands for appraisal under the Companies Actsuch demands. Neither the The Company nor Parent shallshall not, without the prior written consent of the other partyParent, voluntarily make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Actdemands.

Shares of Dissenting Shareholders. At Notwithstanding anything in this Agreement to the Effective Timecontrary, each any issued and outstanding Max 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 Max Common Shares to require appraisal of their Max Common Shares pursuant to Bermuda Law (such shareholder, a “Dissenting Share Shareholder”, and such shares, “Dissenting Shares”) shall be converted into one Surviving Corporation Share and, unless otherwise required by applicable Law, such Surviving Corporation Share shall not be converted into the right to receive the Merger Amalgamation Consideration from as described in Section 2.1(a), but shall be cancelled and converted into the Exchange Agent. Any Dissenting Shareholders shall right to receive payment the value thereof as appraised by a court under Section 106 of the Merger Consideration only upon such final determination of the claim relating to those Dissenting Shares, and, in Companies Act. In the event that the fair value of a Dissenting Share Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Max Common Shares shall be deemed to be cancelled and converted as appraised by the Supreme Court of Bermuda under Section 106(6) of the Companies Act (Effective Time into the “Appraised Fair Value”) is greater than right to receive the Merger ConsiderationAmalgamation Consideration for each such Dissenting Share, 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 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 appraisal procedurewithout interest. The Company Max shall give Parent IPC (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or 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 any Dissenting Shareholder’s right to be paid the fair value of such Dissenting Shareholder’s Dissenting Shares Max and (B) to the extent that the Company Max has Knowledgeactual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares Shares, and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company Max in any and all negotiations and proceedings with respect to any written demands for appraisal under the Companies Act. Neither the Company Max nor Parent IPC shall, without the prior written consent of the other partyparty (not to be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Actdemands.

Shares of Dissenting Shareholders. At Notwithstanding anything in this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time, each Dissenting Share Time and that are held by a shareholder who shall be converted into one Surviving Corporation Share and, unless otherwise required by applicable Law, not have voted such Surviving Corporation Share 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 converted into the right to receive the Merger Consideration from but shall become the Exchange Agent. Any Dissenting Shareholders shall right to receive payment of the fair cash value of such 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 Consideration only upon 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 final 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 claim relating 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) to those Dissenting Sharesreceive such fair cash value shall terminate, and, in the event that the fair value of a subject to applicable law, such Dissenting Share Shares shall thereupon be deemed to have been converted into and to have become, as appraised by the Supreme Court of Bermuda under Section 106(6) of the Companies Act (Effective Time, the “Appraised Fair Value”) is greater than the Merger Consideration, shall be entitled right to receive, following without any interest thereon, the decision of the court, a cash payment in an amount equal to the difference between the Appraised Fair Value and the value components of the Merger Consideration from 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 paid as provided in this Agreement, and shall have only have such rights as are provided by Section 1701.85 of the Surviving Corporation by payment within thirty (30) days after the Appraised Fair Value is finally determined pursuant OGCL with respect to such appraisal procedureShares. The Company shall give Parent Farnell (i) prompt notice of (A) any notice or demands for appraisal of payment for Dissenting Shares or attempted withdrawal or withdrawals pursuant to Section 1701.85 of such demands the OGCL received by the Company and any other instruments served under the Companies Act and received by the Company relating to any Dissenting Shareholder’s right to 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 the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company in any and direct all negotiations and proceedings with respect to any written such demands for appraisal under the Companies Actor notices. Neither the The Company nor Parent shallshall not, without the prior written consent of the other partyFarnell, voluntarily make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Actdemands.