definiens: means any shares of Company Common Stock as to which a Dissenting Stockholder thereofhas properly exercised a demand for appraisal pursuant to Section 262 of the DGCL . No Dissenting Stockholder shall beentitled to any Merger Consideration in respect of any Dissenting Shares unless and until such holder shall have failed toperfect or shall have effectively withdrawn or lost such holder ’s right to seek appraisal of its Dissenting Shares under theDGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCLwith respect to the Dissenting Shares owned by such Dissenting Stockholder and not any Merger Consideration . If any Personwho otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectivelywithdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall thereupon betreated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to this Agreement ifconditions to payment are met . The Company shall give Parent ( a ) prompt notice of any written demands appraisal, attemptedwithdrawals of such demands and any other instruments served pursuant to applicable Law received by the Company relatingto stockholders ’ demands for appraisal and ( b ) the opportunity to direct all negotiations and proceedings with respect todemands for appraisal under the DGCL . The Company shall not, except with the prior written consent of Parent, voluntarilymake any payment with respect to any demands for appraisal of Dissenting Shares, offer to settle or settle any such demandsor approve any withdrawal of any such demands