definiens: shall mean shares of Merger Partner Capital Stock issued andoutstanding immediately prior to the Effective Time that are held as of the Effective Time by a holder who has not voted in favor of theMerger or consented thereto in writing and who has made a proper demand for appraisal of such shares in accordance with Section 262 ofthe DGCL ( until such time as such holder fails to perfect or - 10 -otherwise loses such holder ’s appraisal rights under the DGCL 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 DGCL to a holder thereof andshall not be converted into or represent the right to receive Public Company Common Stock unless the stockholder holding such DissentingShares shall have forfeited his, her or its right to appraisal under the DGCL or properly withdrawn his, her or its demand for appraisal . If suchstockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then ( i ) as of the occurrence of such event, such holder ’s Dissenting Shares shall cease to be Dissenting Shares and shall be deemed to have been converted, as of the Effective Time, into and represent the right to receive Public Company Common Stock issuable in respect of such Merger Partner Capital Stock pursuant toSection 2.1(c ) or Section 2.1(d ), as the case may be, without interest, and ( ii ) promptly following the occurrence of such event, PublicCompany shall deliver to the Exchange Agent a certificate representing Public Company Common Stock to which such stockholder isentitled pursuant to Section 2.1(c ) or Section 2.1(d ) as well as any cash or other distributions to which such holder of Merger Partner CapitalStock may be entitled to under this Article II if not previously delivered to the Exchange Agent