definiens: shall meanshares of Company Common Stock held as of the Effective Time by a Stockholderwho has not voted such shares of Company Common Stock in favor of the adoptionof this Agreement and the Merger and with respect to which appraisal shall havebeen duly demanded and perfected in accordance with Section 3 - 202 of the MGCLand not effectively withdrawn or forfeited . Dissenting Shares shall not beconverted into or represent the right to receive the consideration specified inSection 1.8 or Section 1.9, ( nor shall any references herein to or to the number of shares of Company Common Stock outstanding at the EffectiveTime, in each case for purposes, or in respect of any determination to be made, at or subsequent to the Effective Time be deemed to include the holders of theDissenting Shares ) unless and until such Stockholder shall have forfeited his, her or its right to appraisal under the MGCL or properly withdrawn, his, her orits demand for appraisal . If such Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, either before or after theEffective Time, then ( i ) as of the occurrence of such event, such holder'sDissenting Shares shall cease to be Dissenting Shares and shall automatically beconverted into and represent the right to receive the consideration specified inSection 1.8 or 1.9, without interest thereon, but in any event otherwise subjectto the terms and provisions hereof, and ( ii ) promptly following the occurrenceof such event, Buyer shall deliver to the Exchange Agent that percentage of theconsideration such holder would have been entitled to receive in or as aconsequence of the Merger in accordance with Section 1.8 and 1.9 had such holdernot made a demand for appraisal, such consideration to be paid and deliveredsubject to the terms and provisions hereof otherwise applicable