TriZetto Group (TZIX)

2.2. Dissenting Shares

(a) Notwithstanding anything to the contrary in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any Company Stockholder who has not voted in favor of the Merger, has perfected such holder’s right to an appraisal of such holder’s shares in accordance with the applicable provisions of the NYBCL, as applicable, and has not effectively withdrawn or lost such right to appraisal (a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), but shall be entitled only to such rights as are granted by the applicable provisions of the NYBCL. In the event of the perfection of the rights set forth in this Section 2.2, Parent shall withhold from the cash component of the Merger Consideration an amount equal to the amount set forth in Section 2.1(b)(i) for such Company Stockholder Shares. Any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the NYBCL, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration pursuant to Section 2.1(b).

(b) The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the NYBCL, relating to the appraisal process received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the NYBCL, with the participation of the Company. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

2.3. Fractional Shares. No fractional shares of Parent Common Stock shall be issued, but in lieu thereof each Company Payee, who otherwise would be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder), shall receive from Parent an amount of cash (rounded up to the nearest whole cent) equal to the product of the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled, times the closing price for Parent Common Stock on the trading day prior to Closing.

2.4. Treatment of Company Options. The Company shall take all action necessary or required under the Company Option Plan and the option agreements representing the Company Options (the “Option Agreements”) to (i) fully accelerate the vesting of all Company Options effective as of immediately prior to the Effective Time; (ii) cause such Company Options to be

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exercised, and if not exercised terminated, effective as of immediately prior to the Effective Time; and (iii) terminate the Company Option Plan effective as of immediately prior to the Effective Time.

2.5. Merger Consideration Certificate. The capitalization of the Company, including outstanding Company Options and the terms thereof, immediately prior to the Effective Time shall be set forth on a certificate to be delivered by the Company to the Parent at Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with payment of the Merger Consideration. Should the actual number of shares of Company Common Stock or Company Options outstanding as of the Effective Time differ from that set forth on the Merger Consideration Certificate, the amount of Merger Consideration payable per share shall be adjusted accordingly.

2.3. Dissenting Shares.

(a) Notwithstanding anything to the contrary in this Agreement, each share of Company Stock issued and outstanding immediately prior to the Effective Time that is held by stockholders (“Dissenting Stockholders”) who are entitled to dissent from a domestic corporation’s action under NRS 92A.380 and who exercise that right when and in the manner required by Sections 92A.400 to 92A.480 of the NRS, inclusive (a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), but shall be entitled only to such rights as are granted by the applicable provisions of the NRS. In the event of the perfection of the rights set forth in this Section 2.3, Parent shall withhold from the Merger Consideration an amount equal to the amount set forth in Section 2.1(b) for such Company Stockholder’s Company Stock. Any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the NRS, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration pursuant to Section 2.1(b).

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(b) If any Dissenting Stockholder shall be entitled to require the Company to purchase such stockholder’s shares for their “fair value”, as provided in Section 92A.380 of the NRS, the Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the NRS, relating to the appraisal process received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the NRS, with the participation of the Company. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

2.4. Treatment of Company Options. Immediately prior to the Effective Time but contingent upon the Closing of the Merger, the vesting schedules of the outstanding Company Options shall be automatically accelerated such that all Company Common Stock underlying the outstanding Company Options shall be fully vested and immediately exercisable. Prior to the Effective Time, the Company shall take all action necessary under the Company Option Plan to cause the exercise, on a “net exercise” basis or other basis selected by the Company and the holders of the Company Options in their discretion, of all Company Options and to otherwise effectuate the transactions contemplated by this Section. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, any unexpired and unexercised Company Option outstanding immediately prior to the Effective Time shall be terminated and cease to be outstanding, and shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

2.2. Dissenting Shares.

(a) Notwithstanding anything to the contrary in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective time that is held by any stockholder who has not voted in favor of the Merger, has perfected such holder’s right to an appraisal of such holder’s shares in accordance with the applicable provisions of the DGCL, as applicable, and has not effectively withdrawn or lost such right to appraisal (a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), but shall be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration pursuant to Section 2.1(b).

(b) The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the DGCL, relating to the appraisal process received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL, with the participation of the Company. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

2.3. Fractional Shares. No fractional shares of Parent Common Stock shall be issued, but in lieu thereof each Company Stockholder, who otherwise would be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder), shall receive from Parent an amount of cash (rounded up to the nearest whole cent) equal to the product of the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled, times the average of the closing prices of Parent Common

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Stock as reported on the NASDAQ NMS for the ten (10) trading days ending on the second (2nd) day prior to the payment of the Contingent Payment resulting in such fractional interest.