Dissenting SPAC Shareholders definition

Dissenting SPAC Shareholders means holders of Dissenting SPAC Shares.
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Examples of Dissenting SPAC Shareholders in a sentence

  • The consideration of the Target Disposing Shares is HK$298 million and it will be satisfied by primarily proceeds from the PIPE Investments and proceeds from the SPAC IPO (other than the amount paid to the Redeeming SPAC Shareholders and the Dissenting SPAC Shareholders).

  • Upon the completion of the De-SPAC Transaction, current SPAC Class A Shareholders (other than the Redeeming SPAC Shareholders and the Dissenting SPAC Shareholders) will become shareholders of the Successor Company together with the PIPE Investors, investors of the Permitted Equity Financing (if any) and the Target Remaining Shareholders.

  • The Cayman Companies Act provides for a right of the Dissenting SPAC Shareholders to be paid the fair value of their SPAC Shares.

  • Section 238 of the Cayman Companies Act provides for the Appraisal Right of the Dissenting SPAC Shareholders to be paid the fair value of their SPAC Shares, subject to limitations under Section 239 of the Cayman Companies Act.

  • The costs of the proceeding may be determined by the Cayman Court and taxed upon the parties as the Cayman Court deems equitable in the circumstances (i.e. the Cayman Court will determine whether the costs of the proceedings should be borne by the Dissenting SPAC Shareholder(s) and/or Vision Deal or the Successor Company (as applicable) and the amount to be borne by each party).

  • If the Dissenting SPAC Shareholders do not agree with the fair value determined by the Vision Deal Board and file a petition with the Cayman Court for a determination of the fair value of the Dissenting SPAC Shares, the Cayman Court will determine the fair value of the Dissenting SPAC Shares as at the date of the EGM at which the Merger is approved.

  • However, these problems are usually carefully framed in terms that facilitate the application of engineering sciences and mathematics to obtain specific answers.

  • The state engineer will give the owner a reasonable amount of time to comply with 19.25.12.11 NMAC.

  • If the Dissenting SPAC Shareholder does not agree with the Purchase Price Offer, Vision Deal or the Successor Company (as applicable) will, and the Dissenting SPAC Shareholder may, file a petition with the Grand Court of the Cayman Islands (the “ Cayman Court”) for a determination of the fair value of the Dissenting SPAC Shares of all Dissenting SPAC Shareholders.

  • Notwithstanding any exercise of the Appraisal Right by Dissenting SPAC Shareholders, upon the approval of the Merger and the De-SPAC Transaction by the SPAC Shareholders at the EGM, the Plan of Merger will be filed with the Cayman Registrar and the Merger will become effective on the date of registration of the Plan of Merger (or such later date as may be set out in the Plan of Merger).

Related to Dissenting SPAC Shareholders

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

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

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

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

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

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

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

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

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

  • 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.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Common Shareholders means the holders of the Common Shares.

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

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

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

  • Common Stockholders means holders of shares of Common Stock.

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

  • Company Shareholder means any holder of any Company Shares.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.