Public Shares. Each Public Share issued and outstanding immediately prior to the Effective Time (other than any Public Shares owned by shareholders, if any, who exercise dissenters rights in accordance with the KBCA (the “Dissenting Shares”) shall be exchanged for the right to receive an amount of cash, without interest, equal to the Offer Price (the “Share Exchange Consideration”). At the Effective Time, all such Public Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such Public Shares (each, a “Certificate”) or (ii) any such uncertificated Public Shares (collectively, the “Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive the Share Exchange Consideration in accordance with the terms of this Agreement or, in the case of holders of Dissenting Shares, their rights under Subtitle 13 of the KBCA. The right of any holder of a Public Share to receive the Share Exchange Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Tax Law.
Public Shares. Each share of the Common Stock, other than any shares of Common Stock to be converted or canceled pursuant to Article 2.1.2 or 2.1.3 and other than any Dissenting Shares (as defined in Article 2.5), issued and outstanding immediately prior to the Effective Time (the "Public Shares") shall be converted into the right to receive $6.03 in cash, without interest (the "Merger Consideration"). At the Effective Time, each Public Share shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate evidencing any Public Share shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Article 2.2, an amount in cash per share equal to the Merger Consideration. The holders of certificates previously evidencing the Public Shares shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law.
Public Shares. Each of the Sellers agrees that it will not, and will use its best efforts to cause Holdings, the Company, the Group Compa- xxxx and their respective Affiliates, officers and directors or any one acting on their behalf not to, bid for or purchase any Public Shares or take any action for the purpose of creating actual or apparent trading in or affecting the price of the Public Shares.
Public Shares. None of the Sellers, Holdings, the Company or their senior executives and directors nor, to the best of the Sellers' knowl- edge, any of the Group Companies or their respective Affiliates, senior executives and directors or any one acting on their behalf, has bid for or purchased any Public Shares or taken any action for the purpose of creating actual or apparent trading in or raising the price of the Public Shares.
Public Shares. Parent shall not take, or cause its affiliates to take, any action in the twelve-month period following the Effective Time to increase above 80% Parent's direct and indirect percentage interest in the capital stock of RV, without the approval of all of the Disinterested Directors of RV.
Public Shares
