Common use of Statutory Rights of Appraisal Clause in Contracts

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all any shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a Company Stockholders Stockholder who shall have neither voted in favor is entitled to demand and properly demands appraisal of the Merger nor consented thereto in writing such shares of Company Common Stock pursuant to, and who shall have properly and validly perfected their statutory rights of appraisal complies in respect of such Company Shares in accordance with all material respects with, Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such , but rather such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively otherwise waived, withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. In determining the fair value of any Dissenting Company Shares pursuant to Section 262 of the DGCL in any proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares, none of Parent, Acquisition Sub, the Company or the Surviving Corporation shall take into account the Top-Up Option, the Top-Up Option Shares or any promissory note issued to pay any portion of the purchase price for such Top-Up Option Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration pursuant to in accordance with Section 3.7(a2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares Common Stock and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) ), shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall , but instead such holder will be entitled to receive payment such consideration as may be determined to be due to such holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereonthereon and less any applicable withholding Tax pursuant to Section 3.8(e), upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to consult with the Company concerning and to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall , but instead will be entitled to receive payment such consideration as may be determined to be due to such holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by any Company Stockholders Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Merger Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger this Agreement nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.07(a), subject to the following sentence of this Section 2.07(c)(i). Such Company Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Merger Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the Per Share Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.09 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.11). (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law Section 262 of the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the reasonable opportunity to participate in in, subject to consultation with the Company, all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. Any portion of the Merger Consideration made available to the Payment Agent pursuant to Section 2.09 to pay for Company Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)3.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate Certificate or certificates Certificates that formerly evidenced such Company Shares in the manner provided in Section 3.83.9. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) ), shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such At the Effective Time, all Dissenting Company Stockholders Shares shall be canceled and cease to exist, and the holders of Dissenting Company Shares shall only be entitled to the rights granted to them under the DGCL. Holders of Dissenting Company Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of consideration as may be determined to be due to such holder pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed as of the Effective Time to have been converted into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive the Merger Consideration, without interest thereonthereon and less any applicable withholding Tax pursuant to Section 3.8(e), upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle compromise, any such demands for payment, in respect or agree to do any of Dissenting Company Sharesthe foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.10. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(d)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 13.02 of the DGCL MBCA (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a)(i). Such Company Stockholders Stockholder shall be entitled only to such rights as are granted by the MBCA to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 13.02 of the DGCL, except MBCA; provided that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 13.02 of the DGCL MBCA shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably lost or withdrawn or has expired, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Common Stock or the Uncertificated Shares in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals and attempted withdrawals of such demands, and any other instruments served pursuant to Delaware Massachusetts Law and received by the Company with respect to rights to appraisal or in respect of Dissenting Company Shares and (B) the opportunity right to direct and participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Massachusetts Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to or approve any withdrawal of any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither voted in favor not consented to the adoption of the Merger nor consented thereto this Agreement in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, Per Share Price without interest thereon, upon surrender thereon and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price without interest thereon for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for paymentappraisal or offer to settle or settle any such demands. For purposes of this Section 2.7(c), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands but, prior to the Effective Time, will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)2.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all each share of Company Shares Common Stock that are is issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such share of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such Company Stockholders 2.7, but instead shall entitle the holder thereof only to such rights as may be entitled granted to receive payment a holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL; provided, except however, that all any Dissenting Company Shares Share held by any Company Stockholders Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost their his, her or its rights to appraisal of such Dissenting Company Shares under such Share pursuant to Section 262 of the DGCL shall will thereupon (x) be deemed no longer be considered to be a Dissenting Company Shares Share and shall thereupon (y) be deemed to have treated as if it had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.10. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall , but instead will be entitled to receive payment of the fair value of only such Dissenting Company Shares in accordance with the provisions of rights as are granted by Section 262 of the DGCLDGCL to a holder of Dissenting Company Shares, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a). Such Company Stockholders shall be entitled 2.7 and instead will entitle the holders thereof to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of rights as are granted to such holders by Section 262 of the DGCL, except that all . Each Dissenting Company Shares Share held by a Company Stockholders Stockholder who shall have has failed to perfect or who shall have has effectively withdrawn or lost their his, her or its rights to appraisal of such Dissenting Company Shares under such Share pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, Consideration upon surrender of the certificate Certificate or certificates Book-Entry Share that formerly evidenced such share of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall give Parent (A) prompt notice and copies of any written demands for appraisal received by the Companyappraisal, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to Delaware applicable Law and that are received by the Company in respect relating to the Company Stockholders’ demands of Dissenting Company Shares appraisal and (B) the opportunity to participate in direct all negotiations and proceedings Legal Proceedings with respect to demands any demand for appraisal under Delaware Law in respect the DGCL, including any determination to make any payment to any holder of Dissenting Company SharesShares with respect to any of their Dissenting Company Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Legal Proceedings with respect to any demand for appraisal. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisalappraisals, or offer to settle or offer to settle any such demands for paymentor approve any withdrawal of any such demands, in respect or agree to do any of Dissenting Company Sharesthe foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into, or represent the into a right to receive, receive the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares shares in accordance with Section 262 of the provisions DGCL; provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 2.7(a)(i), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8case may be. (ii) The Company shall give provide Parent (A) prompt written notice of any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and received by the Company in respect of Dissenting Company Shares and (B) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except Except with the prior written consent of Parent (such consent Parent, the Company shall not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall , but instead will be entitled to receive payment such consideration as may be determined to be due to such holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by any Company Stockholders Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.9. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give LKQ and Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)LKQ or Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such which consent will not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall be entitled to receive payment of the fair value of consideration that is deemed to be due for such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in control all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price for each such Dissenting Company Share pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL subject to any required withholding of Taxes, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn withdrawn, waived or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) reasonably prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed material strategy and other material decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not (or could not reasonably be expected to be) undermined or otherwise affected in any respect), and Parent may offer comments or suggestions with respect to such demands (which may be rejected in the sole discretion of the Company) but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)3.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.83.8 hereof. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding and held by Company Stockholders as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such , but instead such Company Stockholders shall Stockholder will be entitled to receive payment of the fair value such consideration as may be determined to be due to such Company Stockholders in respect of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, and subject to any applicable withholding Tax pursuant to Section 2.8(d), upon the terms and conditions hereof, including the surrender of the certificate or certificates that formerly evidenced certificates, if any, evidencing such Company Shares in the manner provided in Section 3.82.8 (or, in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.10). (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle or otherwise negotiate any such demands for paymentdemands, or agree to do any of the foregoing, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7 Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)3.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares shares of Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a)2.7(a)(i) hereof. Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares shares of Common Stock in the manner provided in Section 3.82.8 hereof (or Section 2.10 hereof, if applicable). (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares Shares, and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (ia) Notwithstanding anything to the contrary set forth in this Agreement, all any shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of as to which the Merger nor consented thereto in writing and who shall holders have properly and validly perfected their statutory rights of demanded appraisal in respect of such shares of Company Shares in accordance with Common Stock pursuant to Section 262 of the DGCL DGCL, and have not effectively withdrawn such demand (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders 3.7, but rather such holders shall be entitled only to receive payment of the fair value of such Dissenting Company Shares rights and payments as are due in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders holders who shall have failed to perfect or who shall have effectively otherwise waived, withdrawn or lost their rights to appraisal of with respect to such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and Shares, shall thereupon be deemed to have been converted into, an Eligible Share and to have become exchangeable forbeen cancelled and converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8interest. (iib) The Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or negotiate, settle or offer to settle any such demands for payment, in respect or approve any withdrawal of Dissenting Company Sharesany such demands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)3.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.83.8 hereof. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) At the Effective Time, each Dissenting Company Share shall automatically be cancelled and converted into the right to receive the applicable amounts pursuant to this Section 2.7(f). Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Capital Stock that are is issued and outstanding immediately prior to the Effective Time and that is held by holders of record or owned by beneficial owners of such Company Stockholders Capital Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such shares of Company Capital Stock held by any such holder or owned by any such beneficial owner (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration pursuant to this Section 3.7(a). Such 2.7, and holders or beneficial owners of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of such Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder or owner fails to timely perfect or who shall have effectively withdrawn otherwise waives, withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder or owner fails to timely perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Merger Consideration for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder or owner of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) prompt notice of any actual or, if in writing, threatened demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares Capital Stock and (Bii) the opportunity right to participate direct, in consultation with the Company, all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without any interest thereon, upon surrender of the certificate or certificates or Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent Newco (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Newco, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other demand, notice or instruments served delivered to the Company pursuant to Delaware Law and received by the Company DGCL in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for paymentdemands, in respect waive any failure to comply with the provisions of Dissenting Company SharesSection 262 of the DGCL, or agree to do any of the foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) ), shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall , but instead such holder will be entitled to receive payment such consideration as may be determined to be due to such holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereonthereon and less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e), upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, Consideration upon surrender of the certificate Certificates or certificates Book-Entry Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by holders of Shares that have made written demand upon the Company Stockholders who shall have neither voted for the purchase of such Shares and payment to the holders in favor cash of the Merger nor consented thereto in writing “fair market value” of such Shares (the “Demand Notice”) and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 Chapter 13 of the DGCL CGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)2.7. Such Company Stockholders holders of Shares shall be entitled to receive payment only such rights as are granted by Chapter 13 of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLCGCL, except that all Dissenting Company Shares held by Company Stockholders who shall such holders that have failed to perfect or who shall have effectively waived, withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 Chapter 13 of the DGCL shall no longer be considered to be Dissenting Company Shares and CGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal Demand Notice received by the Company, withdrawals of such demandsthereof, and any other instruments served pursuant to Delaware Law Chapter 13 of the CGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect the exercise of any rights of the holder of Dissenting Company SharesShares under Chapter 13 of the CGCL. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, such exercise of any such rights of the holder of Dissenting Shares under Chapter 13 of the CGCL or settle or offer to settle any such demands for payment, payment in respect of any such exercise of any such rights of the holder of Dissenting Company SharesShares under Chapter 13 of the CGCL.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.8 to pay for Company Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender Per Share Price and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) prompt written notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares Common Stock and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, make any payment with respect to any demands for paymentappraisal or offer to settle or compromise, or settle or compromise, any such demands. For purposes of this Section 2.7(c), “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands, which comments or suggestions the Company shall consider in good faith, but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.07(a). Such Company Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.08. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company or its Representatives in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.08 to pay for Company Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a3.1(a). Such Company Stockholders shall be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, less any applicable withholding Taxes pursuant to Section 3.2(e) and without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.83.2. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares, or agree to do any of the foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as the holder thereof fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the Laws of the State of Delaware with respect to such shares) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and in such case, at the Effective Time, the Dissenting Company Shares will no longer be outstanding and will automatically be canceled and cease to exist, and each holder of Dissenting Company Shares will cease to have any rights with regard thereto except such holder’s right to receive the appraised value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered will cease to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)2.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8 hereof. (ii) The Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares Shares, and (Bii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and held by holders of such Company Stockholders Common Stock who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such From after the Effective Time, any holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. (ii) 2.9. The Company shall give Parent (Ai) prompt written notice of any demands for appraisal (or any written assertions thereof) received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in and direct all negotiations and proceedings proceedings, including any Legal Proceedings, with respect to any demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, ​ ​ appraisal or settle or offer to settle any such demands for payment, in respect or accept any withdrawals of such demands. Payments of any amounts payable to holders of Dissenting Company SharesShares shall be the obligation of the Surviving Company.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and held by Company Stockholders who that shall have neither voted in favor of the Merger nor consented thereto in writing and who that shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a2.7(d). Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (it being agreed that such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who that shall have failed to perfect or who that shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. 2.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL subject to any required withholding of Taxes, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such Company Shares in the manner provided in Section 3.82.10. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of such Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender Per Share Price and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (A) prompt written notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares. Parent shall have the right to direct and (B) the opportunity to participate in control all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law in respect Section 262 of Dissenting Company Sharesthe DGCL. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands demands. Any payments contemplated by Section 2.7 delivered to the Payment Agent pursuant to Section 2.9(b) to pay for payment, in respect of any shares that are Dissenting Company SharesShares shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall , but instead such holder will be entitled to receive payment such consideration as may be determined to be due to such holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, and less any applicable withholding Tax pursuant to Section 2.7(n), upon the terms and conditions hereof, including the surrender of the certificate or certificates that formerly evidenced evidencing such Company Shares in the manner provided in Section 3.82.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.9). (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of the proposed material strategy and other material decisions with respect to demands for appraisal pursuant to Section 262 of the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not (or could not reasonably be expected to be) undermined or otherwise affected in any respect), and Parent may offer comments or suggestions with respect to such demands, which the Company will consider in good faith, but Parent will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to Section 3.7(a2.7(a). At the Effective Time, all Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each such Company Stockholder shall cease to have any rights with respect thereto, except for such rights as are granted by the DGCL to a holder of Dissenting Company Shares. Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent Newco (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Newco or unless otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that are held by Company Stockholders who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory demanded appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have otherwise complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL. Such Holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost otherwise loses their rights to appraisal under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such rights, or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger ConsiderationPer Share Price in accordance with this Agreement. At the Effective Time, without interest thereon, upon surrender any holder of the certificate or certificates that formerly evidenced such Dissenting Company Shares in will cease to have any rights with respect thereto, except the manner rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares Common Stock and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for payment, in respect of Dissenting Company Sharesappraisal or settle or offer to settle any such demands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all each share of Company Shares Common Stock that are is issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such share of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such Company Stockholders 2.7, but instead shall entitle the holder thereof only to such rights as may be entitled granted to receive payment a holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL; provided, except however, that all any Dissenting Company Shares Share held by any Company Stockholders Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost their his, her or its rights to appraisal of such Dissenting Company Shares under such Share pursuant to Section 262 of the DGCL shall will thereupon (A) be deemed no longer be considered to be a Dissenting Company Shares Share and shall thereupon (B) be deemed to have treated as if it had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.10. (ii) The Company shall will give Parent (A) prompt written notice (and in any event within two (2) Business Days) of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares, or agree to do any of the foregoing. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions and participate in negotiations with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreementherein, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders any holder who shall have neither voted is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in favor all respects with, the provisions of Section 10-19.1-88 of the Merger nor consented thereto in writing North Dakota Act (such section, the “Appraisal Section” and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of shares, the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent into the right to receivereceive the applicable consideration as provided in Section 2.7(a), the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead such holder shall be entitled to receive payment of the fair value of such holder’s Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLAppraisal Section. At the Effective Time, except that all the Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of the Appraisal Section. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the Appraisal Section or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Section, then the right of such holder to be paid the fair value of such holder’s Dissenting Company Shares under the Appraisal Section shall cease and such holder’s Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into, and to shall have become exchangeable for, as of the Effective Timebecome, the right to receive the Merger ConsiderationCommon Offer Price or the Series D Offer Price, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) as applicable. The Company shall give Parent (A) prompt notice to Parent of any written demands for appraisal received by the Companyof any Company Shares, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law and the Appraisal Section received by the Company, and the Company in respect of Dissenting Company Shares and (B) shall give Parent the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharesany such demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares, or agree to do any of the foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. The parties agree and acknowledge that in any appraisal proceeding with respect to the Dissenting Company Shares and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Company Shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, the Top-Up Option Shares or any consideration paid or delivered by Parent or Acquisition Sub to the Company in payment for the Top-Up Option Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders or beneficial owners who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to Section 3.7(a2.1(a)(ii). Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, Per Share Price without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.3. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.1(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that, based on the advice of outside counsel, such participation would not give rise to a material risk of waiving the attorney-client privilege between the Company and its counsel; it being agreed that the Company will notify Parent of the Company’s determination that such participation would give rise to a material risk of waiving privilege, and thereafter, the Company will cooperate with Parent and use commercially reasonable efforts to develop alternative methods of providing information to maintain Parent’s participation rights without any loss of privilege), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead shall be entitled to receive payment of the appraised value of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair market value of such Dissenting Company Shares in accordance with to the provisions extent afforded by Section 262 of the DGCL); provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationConsideration in accordance with Section 2.7(a)(i), without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares share in the manner provided in Section 3.82.8. (ii) The Company shall give provide Parent (A) prompt written notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting shares of Company Shares Common Stock, any withdrawal of any such demand and (B) any other demand, notice or instrument delivered to the opportunity Company prior to the Effective Time pursuant to Table of Contents Delaware Law that relates to such demand, and Parent shall have the opportunity, at Parent’s expense, and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except Except with the prior written consent of Parent (such consent Parent, the Company shall not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by any Company Stockholders Stockholder who shall have neither voted in favor of is entitled to appraisal rights under the Merger nor consented thereto in writing DGCL and who shall have has properly and validly perfected their exercised such statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.10. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL subject to any required withholding of Taxes, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such Company Shares in the manner provided in Section 3.82.13. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL subject to any required withholding of Taxes, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such Company Shares in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares shares of Common Stock in accordance with Section 262 of the DGCL (collectively, “"Dissenting Company Shares”") shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a)2.7(a)(i) hereof. Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares shares of Common Stock in the manner provided in Section 3.82.8 hereof (or Section 2.10 hereof, if applicable). (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares Shares, and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders , but shall, by virtue of the Merger, be automatically canceled and extinguished and instead shall be entitled entitle such holder to receive payment of the fair value such consideration as may be determined to be due to such holder in respect of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by the Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, in cash, without interest thereonthereon and less any applicable withholding Tax pursuant to Section 3.8(e), upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a). Such Company Stockholders shall be entitled 2.7 and instead will entitle the holders thereof to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of rights as are granted to such holders by Section 262 of the DGCL, except that all . All Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Consideration pursuant to Section 3.82.7(a)(iii). (ii) The Company shall give Parent (A) prompt notice and copies of any written demands for appraisal received by the Companyappraisal, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to Delaware applicable Law and that are received by the Company in respect relating to the Company Stockholders’ demands of Dissenting Company Shares appraisal and (B) the opportunity to participate in direct all negotiations and proceedings Legal Proceedings with respect to demands any demand for appraisal under Delaware Law in respect the DGCL, including any determination to make any payment to any holder of Dissenting Company SharesShares with respect to any of their Dissenting Company Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Legal Proceedings with respect to any demand for appraisal. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisalappraisals, or offer to settle or offer to settle any such demands for payment, in respect or agree to do any of Dissenting Company Sharesthe foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall , but instead will be entitled to receive payment such consideration as may be determined to be due to such holder of the fair value of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by any Company Stockholders Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.Dissenting

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock, Company Class B Stock and Company Class C Stock that are issued and outstanding as of immediately prior to the Company Merger Effective Time and held by any Company Stockholders Stockholder who shall have neither voted in favor of is entitled to appraisal rights under the Merger nor consented thereto in writing DGCL and who shall have has properly and validly perfected their exercised such statutory rights of appraisal in respect of such shares of Company Shares Common Stock, Company Class B Stock or Company Class C Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price, the Class B Per Share Price or the Class C Per Share Price, as applicable, pursuant to Section 3.7(a2.10(a)(i). Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the right to receive the Merger ConsiderationPer Share Price, the Class B Per Share Price or the Class C Per Share Price, as applicable, in each case, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock, Company Class B Stock or Company Class C Stock in the manner provided in Section 3.82.12. (ii) The Company shall will give Parent I (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)I, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.10(d)(ii), “participate” means that Parent I will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent I may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)‎2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8‎2.9(c) (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section ‎2.11). (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) Shares. Parent shall have the opportunity right to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8.2.9. Table of Contents (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL subject to any required withholding of Taxes, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. In determining the fair value of any Dissenting Company Shares pursuant to Section 262 of the DGCL in any proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares, none of Parent, Acquisition Sub, the Company or the Surviving Corporation shall take into account the Top-Up Option, the Top-Up Option Shares or any promissory note issued to pay any portion of the purchase price for such Top-Up Option Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead shall be entitled to receive payment of the appraised value of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair market value of such Dissenting Company Shares in accordance with to the provisions extent afforded by Section 262 of the DGCL); provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationConsideration in accordance with Section 2.7(a)(i), without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares share in the manner provided in Section 3.82.8. (ii) The Company shall give provide Parent (A) prompt written notice of any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and received by Parent shall have the Company in respect of Dissenting Company Shares opportunity, at Parent’s expense, and (B) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except Except with the prior written consent of Parent (such consent Parent, the Company shall not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender Per Share Price and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) reasonably prompt (and in any event within three Business Days) notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for payment, in respect of Dissenting Company Sharesappraisal or offer to settle or settle any such demands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into, or represent the into a right to receive, receive the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares shares in accordance with Section 262 of the provisions DGCL; provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 2.7(a)(i), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8case may be. (ii) The Company shall give provide Parent (A) prompt written notice of any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and received by the Company in respect of Dissenting Company Shares and (B) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law such demands; provided, that, all costs incurred by Parent in respect connection with such participation in and direction of Dissenting Company Sharessuch Legal Proceedings shall be borne exclusively by Parent. The Company shall not, except Except with the prior written consent of Parent (such consent Parent, the Company shall not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock and Company Series B Preferred Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock and Company Series B Preferred Stock, in each case, in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably withdrawn, lost or expired, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate Certificate or certificates Certificates that formerly evidenced such shares of Company Shares Common Stock or Company Series B Preferred Stock, as applicable, in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares Shares, and (B) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares, or agree to do any of the foregoing. Any portion of the aggregate Merger Consideration paid to the Payment Agent to pay for shares of Company Common Stock or Company Series B Preferred Stock that have become Dissenting Company Shares shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “"Dissenting Company Shares”") shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)3.7. Such Company Stockholders stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.83.8 hereof. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except ; provided that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.8. (ii) The Company shall give provide Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to consult with the Company concerning, and to participate in all negotiations and proceedings with respect to to, demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.8 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead shall be entitled to receive payment of the appraised value of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, other than the right to receive the fair market value of such Dissenting Company Shares in accordance with to the provisions extent afforded by Section 262 of the DGCL); provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationConsideration in accordance with Section 2.7(a)(i), without any interest thereon, upon surrender of the certificate Certificate or certificates Uncertificated Shares that formerly evidenced such Company Shares share in the manner provided in Section 3.82.8. (ii) The Company shall give provide Parent (A) prompt written notice of any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, any withdrawals of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and received by Parent shall have the Company in respect of Dissenting Company Shares opportunity, at Parent’s expense, and (B) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in such demands, including any determination to make any payment or deposit with respect of Dissenting Company Sharesthereto. The Company shall not, except Except with the prior written consent of Parent (such consent Table of Contents Parent, the Company shall not to be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)1.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, subject to any required withholding of Taxes, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such Company Shares in the manner provided in Section 3.81.10. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in be consulted on all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any shares of the Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that are held by any holder of such Company Stockholders Common Stock who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who has complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender Per Share Price and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8262 of the DGCL and as provided in the previous sentence. (ii) The Company shall give Parent (Ai) prompt notice of any written demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, withdrawals any withdrawal of any such demandsdemand, and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law and received by Section 262 of the Company in respect of Dissenting Company Shares DGCL and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any written demands for appraisal, or settle or offer to settle any such demands for paymentdemands, in respect waive any failure to comply with the provisions of Dissenting Company SharesSection 262 of the DGCL, or agree to do any of the foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (ia) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have (A) neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have (B) properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the applicable Per Share Merger Consideration pursuant to Section 3.7(a)2.5. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without interest thereon, upon surrender of the certificate Certificates or certificates Book-Entry Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.5. (iib) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such which consent will not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares. For the purposes of this Section 2.8(b), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected) and may offer comments or suggestions with respect to such demands, and may attend and participate in all negotiations and other proceedings related thereto through counsel of its choosing, but prior to Closing Parent will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except ; provided that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender Per Share Price and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for paymentappraisal or offer to settle or settle any such demands. For purposes of this Section 2.7(c), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands but, prior to the Effective Time, will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders but instead shall be entitled to receive payment of the appraised value of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, other than the right to receive the fair market value of such Dissenting Company Shares in accordance with to the provisions extent afforded by Section 262 of the DGCL); provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationConsideration in accordance with Section 2.7(a)(i), without any interest thereon, upon surrender of the certificate Certificate or certificates Uncertificated Shares that formerly evidenced such Company Shares share in the manner provided in Section 3.82.8. (ii) The Company shall give provide Parent (A) prompt written notice of any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, any withdrawals of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and received by Parent shall have the Company in respect of Dissenting Company Shares opportunity, at Parent’s expense, and (B) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in such demands, including any determination to make any payment or deposit with respect of Dissenting Company Sharesthereto. The Company shall not, except Except with the prior written consent of Parent (such consent Parent, the Company shall not to be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisalto, or settle or offer to settle or settle, any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding and held by Company Stockholders (or held in a voting trust or by a nominee on behalf of a beneficial owner who beneficially owns such Company Shares) as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing are entitled to demand and who shall have properly and validly perfected demanded their statutory rights of appraisal in respect of such Company Shares in accordance compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a). Such Company Stockholders , but instead such Person shall be entitled to receive payment of the fair value such consideration as may be determined to be due to such Person in respect of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders (or beneficially owned by a beneficial owner that made an appraisal demand with respect thereto) who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, and subject to any applicable withholding Tax pursuant to Section 3.8(e), upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.8terms and conditions hereof. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, Company or withdrawals of such demands, and any other instruments served pursuant to Delaware Law and demands received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law the DGCL in respect of Dissenting Company Shares. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares. For purposes of this Section 3.7(c)(ii), “participate” means that Parent shall be kept apprised of the proposed material strategy and other material decisions with respect to demands for appraisal pursuant to Section 262 of the DGCL in respect of Dissenting Company Shares (to the extent that the maintenance by the Company of the attorney-client or other applicable legal privilege is not (or could not reasonably be expected to be) jeopardized or otherwise affected in any respect), and Parent may offer comments or suggestions with respect to such demands (which may be rejected in the sole discretion of the Company) but shall not be afforded any decision-making power or other authority over such demands, except with respect to the provision of its consent to any payment, settlement or compromise set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (B) Shares. Parent shall have the opportunity right to participate in control all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a)(i). Such Company Stockholders Stockholder shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably lost or withdrawn or has expired, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent Investor (A) prompt notice of any demands for appraisal received by the Company, withdrawals and attempted withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company with respect to rights to appraisal or in respect of Dissenting Company Shares and (B) the opportunity right to direct and participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Investor, voluntarily make any payment with respect to or approve any withdrawal of any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by a holder of such share of Company Stockholders Common Stock who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing with respect thereto and who shall have has (or for which the “beneficial owner” (as defined, for purposes of this Section 2.7, in Section 262(a) of the DGCL) has) properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who has (and, to the extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of the DGCL with respect to such share of Company Common Stock (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders and beneficial owners of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL unless and until any such holder (or, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to the extent applicable, such beneficial owner) fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder (or, to the extent applicable, such beneficial owner) fails to perfect or effectively withdraws or loses such rights with respect to any Dissenting Company Shares, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, Per Share Price without interest thereon, upon surrender thereon and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price without interest thereon for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder or beneficial owner of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) reasonably prompt (and in any event within three Business Days) notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Prior to the Closing, Parent shall not, except with the prior written consent of the Company (with the prior written consent of the Special Committee), require the Company to make any payment with respect to any demands for payment, in respect of Dissenting appraisal or offer to settle or settle any such demands requiring the Company Sharesto make any such payment prior to the Closing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall neither have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a2.7(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.8. (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to consult with the Company concerning, and to participate in all negotiations and proceedings with respect to to, demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed DGCL unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender Per Share Price and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) reasonably prompt (and in any event within three Business Days) notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for paymentappraisal or offer to settle or settle any such demands. For purposes of this Section 2.7(c), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands but, prior to the Effective Time, will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock (other than Cancelled Company Shares) that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders of record who shall neither have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of demanded appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL and not validly withdrawn such demand (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7(a1.6(a). Such Company Stockholders , but shall be entitled only to such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to timely perfect or who shall have effectively otherwise waived, withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, Consideration without interest thereon, upon surrender of the certificate Certificate or certificates Certificates or Book-Entry Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.4. (ii) The Company shall give Parent (A) prompt written notice of any demands for appraisal (or written threats thereof) received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or compromise or offer to settle or compromise any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (ia) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Merger Consideration pursuant to Section 3.7(a3.1(a). Such Company Stockholders , but shall be entitled become the right to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, except however, that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.83.2. (iib) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect holders of such Company Shares Common Stock who (i) have not consented to the adoption of this Agreement in writing, (ii) are entitled to demand appraisal with respect to such shares, and (iii) have properly demanded and perfected appraisal rights with respect thereto in accordance with with, and who have complied in all respects with, Section 262 of the DGCL with respect to any such shares of Company Common Stock (collectively, such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, waives, withdraws or otherwise loses or forfeits such holder’s appraisal rights under the DGCL with respect to such shares, at which time such shares of Company Common Stock shall cease to be Dissenting Company Shares) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and instead, holders of such Dissenting Company Stockholders shall Shares will only be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder fails to perfect perfect, waives or who shall have effectively withdrawn withdraws or lost otherwise loses their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect, waives or effectively withdraws or otherwise loses such rights to appraisal pursuant to the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, Per Share Price without interest thereon, upon surrender transfer of such shares of Company Common Stock in accordance with Section 2.9, and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price without interest thereon for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) The 262 of the DGCL and as provided in this Section 2.7(c). Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Company shall give Parent (Ai) prompt (and in any event within two Business Days) notice of any demands for appraisal received by the CompanyCompany for appraisal of shares of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in all review and consult with the Company regarding any negotiations and proceedings with respect to such demands for appraisal under Delaware Law and the Company shall consider in good faith Parent’s views and comments with respect of Dissenting Company Sharesthereto. The Company shall not, except with the prior written consent of Parent, make any payment or deliver any consideration with respect to any demands for appraisal or settle or offer to settle any such demands, waive any failure to timely deliver a demand for appraisal pursuant to, or otherwise comply with, Section 262 of the DGCL, or agree to do any of the foregoing. Prior to the Effective Time, Parent (such shall not, except with the prior written consent not of the Company, require the Company to be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, or settle appraisal or offer to settle or settle any such demands for payment, in respect of Dissenting Company Sharesdemands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by a holder of such share of Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing with respect thereto and who shall have has (or for which the “beneficial owner” (as defined, for purposes of this Section 2.7, in Section 262(a) of the DGCL) has) properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who has (and, to the extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of the DGCL with respect to such share of Company Common Stock (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such 2.7, and holders and beneficial owners of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL unless and until any such holder (or, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to the extent applicable, such beneficial owner) fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder (or, to the extent applicable, such beneficial owner) fails to perfect or effectively withdraws or loses such rights with respect to any Dissenting Company Shares, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, Per Share Price without interest thereon, upon surrender thereon and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price without interest thereon for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder or beneficial owner of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) reasonably prompt (and in any event within three Business Days) notice of any demands for appraisal received by the CompanyCompany for appraisal of Company Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares and (Bii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for payment, in respect of Dissenting Company Sharesappraisal prior to the Closing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Common Stock that are is (i) issued and outstanding immediately prior to the Effective Time (other than any such share of Company Common Stock that is an Owned Company Share) and (ii) held by Company Stockholders a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand appraisal and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who has complied with, Section 262 of the DGCL with respect to any such share of Company Common Stock held by such holder (all such shares of Company Common Stock, collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, receive the Merger Consideration pursuant to this Section 3.7(a). Such ‎2.6, and instead, holders of the Dissenting Company Stockholders shall Shares will be entitled only to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of such Section 262 of the DGCL subject to any required withholding unless and until any such holder fails to perfect or effectively withdraws or loses their rights to appraisal and payment under the DGCL; provided, that, if, after the Effective Time, any such holder fails to perfect, effectively withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, except that all such holder’s Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, and shall represent only the right to receive the Merger ConsiderationConsideration in accordance with Section ‎2.8, without interest thereon, upon surrender subject to any required withholding, and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Merger Consideration for such holder’s Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, all of the Dissenting Company Shares shall automatically be cancelled and extinguished and any holder of the Dissenting Company Shares will cease to have any rights with respect thereto, except for the rights provided in Section 3.8. (ii) The 262 of the DGCL and as provided in the previous sentence. Prior to the Effective Time, the Company shall give Parent (Ai) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares Common Stock and any withdrawals of such demands and (Bii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or voluntarily settle or offer to settle settle, or otherwise negotiate, any such demands for payment, in respect or agree to do any of Dissenting Company Sharesthe foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares shares of Class A Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who is entitled to exercise and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such Company Shares shares of Class A Common Stock in accordance with with, and in compliance with, Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a)2.7. Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL and such Dissenting Company Shares shall without any further action cease to be outstanding, be cancelled and cease to exist, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such Company Shares shares of Class A Common Stock in the manner provided in Section 3.82.9, subject to applicable withholding for any required Taxes pursuant to Section 2.12. (ii) The Company shall give Parent (A) prompt written notice (and in any event within one Business Day) of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment or offer to make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares, or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions of Section 262 of the DGCL, or agree or commit to do any of the foregoing. Any amount made available to the Paying Agent to pay for Dissenting Company Shares shall be returned to Parent upon demand.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Capital Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Capital Stock in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration applicable Per Share Amount pursuant to Section 3.7(a2.7(a). Such Company Stockholders shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Considerationapplicable Per Share Amount, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Shares Capital Stock in the manner provided in Section 3.82.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.10). (ii) The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to participate in and, after the Effective Time, to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)or as required by Delaware Law, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect holders of such Company Shares Common Stock who are entitled to demand appraisal and who have (or for which the “beneficial owner” (as defined, for purposes of this Section 2.6, in Section 262(a) of the DGCL) has) properly exercised appraisal rights with respect thereto in accordance with with, and who have (and, to the extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of the DGCL with respect to any such shares of Company Common Stock (collectively, the “Dissenting Company Shares”) shall, by virtue of the Merger, automatically be cancelled and shall cease to exist, and such Dissenting Company Shares will not be converted into, or represent into the right to receive, receive the Merger Consideration pursuant to this Section 3.7(a). Such 2.6, and the holders or beneficial owners of such Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of such Section 262 of unless and until any such holder (or, to the DGCLextent applicable, except that all Dissenting Company Shares held by Company Stockholders who shall have failed such beneficial owner) fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder (or, to the extent applicable, such beneficial owner) fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereoninterest, upon surrender and the Surviving Corporation shall remain liable for payment of the certificate Merger Consideration (less any amounts entitled to be deducted or certificates that formerly evidenced withheld pursuant to Section 2.11 and less any amounts previously paid to such holder pursuant to Section 262(h) of the DGCL) for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder or beneficial owner of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 3.8. (ii) 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (Ai) reasonably prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand and (Bii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for paymentdemands, in respect waive any holder of Dissenting Company Shares’ failure to comply with the DGCL, or offer or agree to do any of the foregoing.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Shareholder who shall have neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and who shall have is entitled to demand and properly and validly perfected their statutory rights demands payment of appraisal in respect the fair value of such Company Shares shares pursuant to, and complies in accordance all respects with Section 262 the provisions of Subtitle 13 of the DGCL KBCA (collectively, the “Dissenting Shareholder Shares”, and each Company Shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into, or represent be exchangeable for the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a). Such Company Stockholders 2.7, but instead each such Dissenting Shareholder shall be entitled to receive payment such consideration (and only such consideration) as may be determined to be due to such Dissenting Shareholder pursuant to Subtitle 13 of the fair value KBCA (and as of the Effective Time, such Dissenting Company Shareholder Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights set forth in accordance with the provisions of Section 262 Subtitle 13 of the DGCLKBCA), except that all unless and until such Dissenting Company Shares held by Company Stockholders who Shareholder shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal payment under Subtitle 13 of the KBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Company Shareholders’ Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such Company Shares in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) reasonably prompt notice of any written demands for appraisal received by the Companypayment of the fair value of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the KBCA and received by the Company in respect relating to shareholders’ dissenters’ rights under Subtitle 13 of Dissenting Company Shares the KBCA; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal payment of fair value under Delaware Law in respect Subtitle 13 of Dissenting Company Sharesthe KBCA. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, payment or settle or offer to settle any such demands for payment, payment in respect of Dissenting Shareholder Xxxxxx. For purposes of this Section 2.7(c)(ii), “participate” means that Parent will be kept apprised of proposed material strategy and other significant decisions with respect to demands for payment pursuant to the KBCA in respect of Dissenting Shareholder Shares (to the extent that the attorney-client privilege between the Company Sharesand its counsel is not (or could not reasonably be expected to be) undermined or otherwise affected in any respect), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected exercised (and not withdrawn) their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to Section 3.7(a2.7(a)(ii). Such Company Stockholders shall will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCLDGCL less any applicable Tax withholdings, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereonand if such Shares are represented by Certificates, the Per Share Price payable in respect of such Shares shall only be payable upon surrender of the certificate or certificates Certificates that formerly evidenced such Company Shares in the manner provided in Section 3.82.10. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in and control all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and held by Company Stockholders who shall have neither voted in favor of that are entitled to appraisal rights under the Merger nor consented thereto in writing DGCL and who that shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 3.7(a2.7(d). Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (it being agreed that such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who that shall have failed to perfect or who that shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 3.82.9. (ii) The Company shall will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Delaware Law the DGCL and received by the Company in respect of Dissenting Company Shares Shares; and (B) the opportunity to participate in all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Law pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall may not, except with the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle any such demands for payment, payment in respect of Dissenting Company Shares.