definiens: shall mean shares of Merger Partner Capital Stock issued and outstandingimmediately prior to the Eﬀective Time that are held as of the Eﬀective Time by a holder who has not voted in favor of the Merger or consented thereto inwriting and who has made a proper demand for appraisal of such shares in accordance with Chapter 13 of the CCC ( until such time as such holder failsto perfect or otherwise loses such holder ’s appraisal rights under the CCC with respect to such shares, at which time such shares shall cease to beDissenting Shares ) . Dissenting Shares will only entitle the holder thereof to such rights as are granted by the CCC to a holder thereof and shall not beconverted into or represent the right to receive Public Company Preferred Stock unless the stockholder holding such Dissenting Shares shall haveforfeited his, her or its right to appraisal under the CCC or properly withdrawn his, her or its demand for appraisal . If such stockholder has so forfeited orwithdrawn his, her or its right to appraisal of Dissenting Shares, then ( i ) as of the occurrence of such event, such holder ’s Dissenting Shares shall ceaseto be Dissenting Shares and shall be deemed to have been converted, as of the Eﬀective Time, into and represent the right to receive Public CompanyPreferred Stock issuable in respect of such Merger Partner Capital Stock pursuant to Section 2.1(c ) or Section 2.1(c ), as the case may be, withoutinterest, and ( ii ) promptly following the occurrence of such event, Public Company shall deliver a certiﬁcate representing Public Company Preferred Stockto which such stockholder is entitled pursuant to Section 2.1(c ) or Section 2.1(c ) as well as any cash or other distributions to which such holder of MergerPartner Common Stock may be entitled to under this ARTICLE II if not previously delivered