Dissenting Company Shares definition

Dissenting Company Shares has the meaning set forth in Section 2.04(a).
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Dissenting Company Shares has the meaning assigned to such term in Section 1.12(a) of the Agreement.
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Dissenting Company Shares means the Company Shares held by Dissenting Company Shareholders in respect of which such holders have given Notice of Dissent;
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Examples of Dissenting Company Shares in a sentence

  • At the effective time of the Issuer Merger (the "Effective Time"), each share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), that was issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares, each as defined in the Merger Agreement) was automatically canceled, extinguished and converted into the right to receive $26.00 in cash, without interest (the "Per Share Price").

  • The Company shall give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares.

  • Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

  • From and after the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate theretofore representing any shares of Company Common Stock (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 3.8 hereof.

  • Immediately prior to the Merger Effective Date, each outstanding Company Series A Preferred Share, Company Series Pre-A Preferred Share, Company Series Angel Preferred Share and Company Series Seed Preferred Share (other than those described in Section 1.1(f)(iii) below and the Dissenting Company Shares) shall automatically convert into one Company Class A Ordinary Share in accordance with the Organizational Documents of the Company.

  • At the Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence.

  • If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Per Share Price and the Surviving Corporation shall remain liable for payment of the Per Share Price for such Dissenting Company Shares in accordance with this Agreement.

  • Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

  • Because a government has an escape valve if a tariff reduction causes pain to its producers, it has more freedom to make larger and potentially more risky tariff reductions.

  • The Company may not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.


More Definitions of Dissenting Company Shares

Dissenting Company Shares means Company Shares that are outstanding immediately prior to the Initial Merger Effective Time and that are held by Company Shareholders who have not voted in favor of the Initial Merger nor consented thereto in writing and who have given a notice of election to dissent pursuant to section 179 of the BVI Act and otherwise complied with all of the provisions of the BVI Act relevant to the exercise and perfection of dissenters’ rights.
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Dissenting Company Shares. Section 2.2(j)(iii) “Escrow Account” Section 2.5(d) “Escrow Agent” Section 2.5(d) “Escrow Agreement” Section 2.5(d)
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Dissenting Company Shares means all shares, if any, of the outstanding capital stock of the Company for which dissenter's rights shall be perfected under Chapter 13 of the California Corporations Code.
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Dissenting Company Shares means Company Common Shares held by Dissenting Shareholders.
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Dissenting Company Shares. Section 2.2(e)(iii) “Domestication” Recitals “Domestication Effective Date” Recitals “Effective Time” Section 2.2(a)
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Dissenting Company Shares means Company Common Shares with respect to which the holder thereof has not voted in favor of the Merger or consented to it in writing, has demanded the appraisal of such Company Common Shares in accordance with, and has properly exercised and perfected and not subsequently waived, withdrawn or lost such holder’s demand for appraisal rights with respect to such Company Common Shares in compliance with the provisions of Section 262 of the DGCL.
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Related to Dissenting Company Shares

  • Dissenting Shares has the meaning set forth in Section 3.3.

  • Dissenting Shareholder means a registered Company Shareholder who has duly and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder in accordance with the YBCA and the terms of the Interim Order;

  • Dissenting Shareholders has the meaning set forth in Section 2.06.

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Dissenting Share has the meaning set forth in Section 2.6 below.

  • Company Shares has the meaning set forth in the Recitals.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • Appraisal Shares means Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 262.

  • Dissenting Holder means a registered holder of Shares as of the record date of the Meeting who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Dissenters’ Shares has the meaning set forth in Section 4.07.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

  • Company Shareholder means any holder of any Company Shares.

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Excluded Shares has the meaning set forth in Section 2.1(b).