Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law GBCC concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareGBCC. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLGBCC, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the MBCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State Commonwealth of DelawareMassachusetts. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLMBCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the conditions of the Offer (including the Minimum Condition), the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware applicable state law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delawareapplicable laws. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCLapplicable state law, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the Offer Conditions, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the conditions of the Offer (including the Minimum Condition) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any each Share issued and outstanding Shares or Class B Shares immediately prior to the Effective Time and held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and who otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) hereof but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent Purchaser (i) prompt i)__prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the ii)__the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of ParentPurchaser, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in --------------------------------- this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of the Company Common Stock held by a person (a "Dissenting Stockholder") who objects ---------------------- to the Merger and complies with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares the Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares (shares of the Company Common Stock "Dissenting ---------- Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become ------ the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of the Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares of the Company Common 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, enter into a binding settlement agreement or make a written offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger 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 DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of Delaware. Ifsuch holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger ConsiderationStock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares shares of Class A Common Stock, Class C Common Stock or Class B Shares (if the holders of shares of Common Stock are entitled to dissenters' rights under the MGCL) Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law the MGCL concerning the right of holders of Shares and/or Class B Shares shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c3.1(c), but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareMGCL. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLMGCL, his Shares and/or shares of Class B Shares A Common Stock, Class C Common Stock or Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration allocated as provided in Section 3.1(c). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects has not voted in favor of or consented to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares pursuant to Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 3.01(c2.1(a), but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted canceled as of the Effective Time into and to have become the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(a). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects duly demands appraisal of his shares of Company Common Stock pursuant to the Merger DGCL and complies with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder pursuant to as provided in the laws of the State of DelawareDGCL. If, after the Effective Timehowever, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsid- eration, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company or the receipt by the Company of any documents or instruments with respect to stockholder's rights of appraisal pursuant to the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands or approve any withdrawal of any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the Offer Conditions, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Micrion Shares or Class B Shares (and associated Rights) held by a person (a "any Dissenting Stockholder") Stockholder who objects has not voted such Micrion Shares in favor of or consented to the Merger and who complies with all the provisions of Delaware law Sections 85 to 98 of the MBCL concerning the right of holders of Shares and/or Class B Micrion Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Micrion Shares ("Dissenting Shares") shall will not be converted as described in Section 3.01(c), 1.6 but shall be converted into will become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws such provisions of the State of DelawareMBCL. If, after the Effective Time, such Dissenting Stockholder withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to the DGCLMBCL, his or her Micrion Shares and/or Class B Shares shall will be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall Micrion will give Parent FEI (i) prompt notice of any demands received by Micrion for appraisal of Micrion Shares or Class B Shares 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 Micrion will not, without the prior written consent of ParentFEI, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, if any issued shareholder of GMHC who has not voted his or her Shares in favor of or consented to the Merger and outstanding who is entitled to dissent from the Merger and require appraisal for his or her Shares or Class B Shares held by a person under applicable law (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law thereof concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B his or her Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into then such Dissenting Shares will represent only the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delawareapplicable law. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to the DGCLapplicable law, each of his or her Shares and/or Class B Shares shall will be deemed to be converted outstanding and entitled to the Liquidation Distribution upon the same terms as of the Effective Time into the right to receive the Merger Considerationother Shares. The Company shall GMHC will give Parent QL 3000 (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company GMHC and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall GMHC will not, without the prior written consent of ParentQL 3000, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demandsdemands except as required by applicable law.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, if any issued and outstanding shareholder of E/One who has not voted such Shares in favor of or Class B Shares held by a person (a "Dissenting Stockholder") who objects consented to the Merger and who is entitled to dissent from the Merger and require appraisal for his or her Shares under the NYBCL (a Dissenting Stockholder) and complies with all the provisions of Delaware law Section 910 of the NYBCL concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall will not be converted as described in Section 3.01(c), 3.1.1 but shall be converted into will become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareNew York. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to the DGCLNYBCL, his or her Shares and/or Class B Shares shall will be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall E/One will give Parent PCC and Sub (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company E/One and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall E/One will not, without the prior written consent of ParentPCC, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Common Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and who otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Common Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Common Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 1.3(a) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his his, her or its demand for appraisal or fails to perfect or otherwise loses his his, her or its right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B each of his, her or its Common Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, in the manner contemplated by this Section 1. The Company AIL or, after the Effective Time, the Surviving Corporation, shall give Parent (i) EDO prompt notice of any demands for appraisal of Shares or Class B Common Shares received by AIL or the Company and (ii) Surviving Corporation, as applicable. AIL or, after the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company Effective Time, the Surviving Corporation, shall not, without the prior written consent of ParentEDO, make any payment with respect to, settle or settle, offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) after Subsidiary shall have accepted for payment Shares pursuant to the Offer, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.of

Shares of Dissenting Stockholders. Notwithstanding Notwithstand- ing anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects duly demands appraisal of his shares of Company Common Stock pursuant to Section 623 of the Merger NYBCL and complies with all the provisions of Delaware law concerning the NYBCL concern- ing the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Dis- senting Shares") shall not be converted as described in Section 3.01(c), 2.1(c) but shall be converted into become the right to receive such consideration cash consider- ation as may be determined to be due to such Dissenting Stockholder pursuant to Stock- holder as provided in the laws of the State of DelawareNYBCL. If, after the Effective Timehowever, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLNYBCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationClass B Stock, without interest, pursuant to Section 2.1(c)(iii). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares shares of Xxx Group Common Stock or Class B Shares MacManus Common Stock held by a person (a "Dissenting Stockholder") who objects to the Xxx Group Merger or the MacManus Merger, as the case may be, and complies with all the provisions of Delaware law Law concerning the right of holders of Shares and/or Class B Shares such shares to dissent from the respective Merger and require appraisal of their Shares and/or Class B Shares its shares (the "Dissenting Shares") shall not be converted as described in Section 3.01(c)Sections 2.1 or 2.2, but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware Law and the laws terms of any stock purchase or stockholder agreement to which such Dissenting Stockholder is a party. All payments to a Dissenting Stockholder made pursuant to this Section shall be paid by the respective Surviving Corporation out of the State available funds of Delawaresuch corporation (and not by the Parent). If, after the Effective Time, such Dissenting Stockholder withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to the DGCLDelaware Law, his Shares and/or Class B Shares or her shares shall be deemed to be converted as of the Effective Time solely into the right to receive the Merger Consideration. The Company shall give Parent (iconsideration described in Sections 2.1(b) prompt notice of any demands for appraisal of Shares or Class B Shares 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 not2.2(b), as applicable, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsinterest thereon.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this --------------------------------- Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor ---------------------- consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting ---------- Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become ------ the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares - received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in and -- direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands or approve any withdrawal of any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in --------------------------------- this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger ---------------------- nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting ---------- Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become ------ the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the conditions of the Offer (including the Minimum Condition) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this --------------------------------- Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects has not voted in favor of or consented to the ---------------------- Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") ----------------- shall not be converted as described in Section 3.01(c3.1(c), but shall be converted into become the -------------- right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted canceled as of the Effective Time into and become the right to receive the Merger ConsiderationConsideration allocated as provided in Section 3.1(c). The Company shall give Parent (i) -------------- prompt notice of any demands for appraisal of Shares or Class B Shares shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Auric Common Stock held by a person (a "Dissenting StockholderShareholder") who objects duly demands appraisal of his shares of Auric Common Stock pursuant to Section 262 of the Merger DGCL and complies with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Auric Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.1(c) but shall be converted into become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder pursuant to Shareholder as provided in the laws of the State of DelawareDGCL. If, after the Effective Timehowever, such Dissenting Stockholder Shareholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company Auric shall give Parent OMG (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares received by the Company Auric and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company Auric shall not, without the prior written consent of ParentOMG, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued Shares that are outstanding immediately prior to the Effective Time and outstanding Shares or Class B Shares which are held by a person (a "Dissenting StockholderDISSENTING STOCKHOLDER") who objects has not voted in favor of or consented to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require who shall have delivered a written demand for appraisal of their his Shares and/or Class B Shares in the time and manner provided in Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or otherwise lost his rights to appraisal and payment under the DGCL ("Dissenting SharesDISSENTING SHARES") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration, but shall be entitled to receive such consideration as may shall be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State of DelawareDGCL. If, after the Effective Timehowever, such Dissenting Stockholder effectively withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall thereupon be deemed to be have been converted as of the Effective Time into the right to receive the Merger Stock Consideration, without interest, pursuant to Section 2.1(c)(ii). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.and

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any each share of Company Common Stock issued and outstanding Shares or Class B Shares immediately prior to the Effective Time and held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and who otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares the Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 1.6(a) hereof but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 1.6(a). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in --------------------------------- this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects duly demands appraisal of his shares of Company Common Stock pursuant to Section 623 of the Merger NYBCL and complies with all the provisions of Delaware law the NYBCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.1(c) but shall be converted into become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder pursuant to as provided in the laws of the State of DelawareNYBCL. If, after the Effective Timehowever, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLNYBCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationClass B Stock, without interest, pursuant to Section 2.1(c)(iii). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any Any issued and outstanding Shares or Class B Shares shares of Series A Preferred Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws provisions of the State NRS, which consideration, in any case, shall be paid by the Company or the Surviving Corporation (as opposed to the Parent); provided, however, shares of Delaware. IfSeries A Preferred Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, such Dissenting Stockholder withdraws withdraw his demand for appraisal or fails to perfect or otherwise loses lose his right of appraisalappraisal as provided in the NRS, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted converted, as of the Effective Time Time, into the right to receive the Series A Merger ConsiderationConsideration (without interest) in accordance with Section 2.4(c)(vi) and Section 2.5. The Company shall give Parent (iA) prompt notice of any demands for appraisal written assertions of Shares or Class B Shares dissenters' rights, withdrawals of such assertions and any other instruments served pursuant to the NRS received by the Company Company, and (iiB) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsassertions of dissenters' rights under the NRS. The Company shall not voluntarily make any payment with respect to any assertions of dissenters' rights and shall not, without except with the prior written consent of Parent, make any payment with respect to, settle or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) after Subsidiary shall have accepted for payment Shares pursuant to the Offer, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person Person (a "“Dissenting Stockholder"”) who objects has not voted in favor of or consented to the adoption of this Agreement and the Merger and complies has complied with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("“Dissenting Shares"”) shall not be converted into the right to receive the applicable Merger Consideration as described in Section 3.01(c3.1(c), but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Section 262 of the State of DelawareDGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B its Shares shall be deemed to be converted as of the Effective Time into the right to receive the applicable Merger ConsiderationConsideration for each such Share, without interest. The Company shall give Parent (i) Newco prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company Company, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the DGCL and shall give Newco the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsthereto. The Company shall not, without the prior written consent of ParentNewco, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a the "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting SharesDISSENTING SHARES") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger 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 DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of Delaware. Ifsuch holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.demands or

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person Person (as defined in Section 5.02) (a "“Dissenting Stockholder"”) who objects to the Merger and complies with all the provisions of Delaware law Section 262 of the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Company Common Stock ("“Dissenting Shares"”) shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State of DelawareDGCL. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any demands written demands, and withdrawals of any such demands, for appraisal of Shares or Class B Shares shares of Company Common 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person Person (as defined in Section 5.02) (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law Section 262 of the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Company Common Stock ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State of DelawareDGCL. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any demands written demands, and withdrawals of any such demands, for appraisal of Shares or Class B Shares shares of Company Common 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares Total eMed Common Stock held by a person (a "any Dissenting Stockholder") Stockholder who objects has not voted such Total eMed Common Stock in favor of or consented to the Merger and who complies with all the provisions of Delaware law Section 262 of the DGCL concerning the right of holders of Shares and/or Class B Shares Total eMed Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares Total eMed Common Stock ("Dissenting Shares") shall will not be converted as described in Section 3.01(c), 1.3 but shall be converted into will become only the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws such provisions of the State of DelawareDGCL. If, after the Effective Time, such Dissenting Stockholder withdraws his the demand for appraisal or fails to perfect or otherwise loses his the right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall such Dissenting Stockholder's Total eMed Common Stock will be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall Total eMed will give Parent MDLI (i) prompt notice of any demands received by Total eMed for appraisal of Shares or Class B Shares received by the Company Total eMed Common Stock and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall Total eMed will not, without the prior written consent of ParentMDLI, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding Subject to Section 6.2(e), notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued shares of Company Common Stock that are outstanding as of the Effective Time and outstanding Shares or Class B Shares that are held by a person stockholder who has properly exercised his appraisal rights under Section 262 of the DGCL (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration; provided, however, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL, each share of Delaware. Ifsuch holder's Company Common Stock thereupon shall be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger ConsiderationConsideration in accordance with Section 2.1(c). The Company shall give Parent (i) prompt written notice of any all demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company prior to the Effective Time in accordance with the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands and notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise compromise or negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Company Common Stock ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares or Class B Shares shares of Company Common 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding --------------------------------- anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger 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 DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of Delaware. Ifsuch holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger ConsiderationStock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company or the receipt by the Company of any documents or instruments with respect to stockholder's rights of appraisal pursuant to the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a "the “Dissenting Stockholder"Shares”) who objects shall not be converted into the right to receive the Merger Consideration unless and complies with all until the provisions of Delaware law concerning the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right of holders of Shares and/or Class B Shares to dissent from the Merger under the DGCL and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of Delaware. Ifsuch holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.demands or

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued holder of Banyan Shares outstanding immediately prior to the Effective Time of the Merger who is entitled to demand and outstanding Shares elects to demand appraisal rights under Section 262 of the DGCL and who has fully complied with the provisions thereof and who has not effectively withdrawn or Class B Shares held by a person lost such right (a "Dissenting Stockholder") who objects to ), shall not receive the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c)Consideration, but shall be converted into the right entitled to receive from the Surviving Corporation such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State DGCL; provided, however, that each Banyan Share outstanding immediately prior to the Effective Time of Delaware. Ifthe Merger and held by a Dissenting Stockholder who, after the Effective TimeTime of the Merger, such Dissenting Stockholder withdraws his demand for appraisal or fails under Section 262 of the DGCL, in writing delivered to perfect the Surviving Corporation (subject to the written approval of the Surviving Corporation to the extent required by Section 262 of the DGCL) or otherwise loses his right of appraisal, in any either case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares or Class B Shares 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 not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsCompany.