Extract to table

D below) that must be satisfied before a stockholder may obtain an appraisal of its shares

The Market-Out Exception — § 262(b)(1) Having established that appraisal rights are generally available in this Merger, we must next consider whether the so-called "market-out" exception under DGCL § 262(b)(1) eliminates those rights

Procedural Requirements for Perfecting Appraisal Rights DGCL § 262 imposes strict procedural requirements that a dissenting stockholder must follow in order to perfect appraisal rights

A stockholder who wishes to exercise appraisal rights must deliver to Cloudium a written demand for appraisal before the stockholder vote on the Merger at the special meeting

The demand must reasonably inform the corporation of the identity of the stockholder and that the stockholder intends to demand appraisal of such stockholder's shares

The demand must be separate from, and in addition to, any proxy or vote against the Merger; a vote against the Merger does not, by itself, constitute a demand for appraisal