Dissenters’ Shares definition

Dissenters’ Shares has the meaning set forth in Section 3.01(c).

Dissenters’ Shares means shares of Company Common Stock the holders of which shall have perfected and not withdrawn or lost their appraisal rights in accordance with Section 262 of the DGCL.

Dissenters’ Shares means shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who has not voted in favor of or consented to the Merger and who has properly demanded and perfected the right to be paid the fair value of such shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL.

Examples of Dissenters’ Shares in a sentence

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.01(b) and any Dissenters’ Shares) shall be converted into the right to receive $26.00 (referred to herein as the “Per Share Amount”) in cash payable to the holder thereof (the Per Share Amount multiplied by the number of shares of Company Common Stock held by each stockholder of the Company, the “Merger Consideration”).

• Not more than 25% of the outstanding shares of Company Common Stock shall be Dissenters’ Shares.

• The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Dissenters’ Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

• Until surrendered as contemplated by this Section 3.03, each Certificate (other than Certificates representing Dissenters’ Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (or appropriate portion thereof), without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(c).

• Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

More Definitions of Dissenters’ Shares

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

Dissenters’ Shares has the meaning set forth in Section 2.01(d).

Dissenters’ Shares means shares of Innes Street Common Stock that have not been voted in favor of approval of the Merger and with respect to which dissenters' rights have been perfected in accordance with the NCBCA.

Dissenters’ Shares shall have the meaning given to that term in SECTION 2.12.

Dissenters’ Shares has the meaning given to that term in Section 2.04(d) of this Agreement. 3

Dissenters’ Shares means shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands payment of the fair value of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL.

Dissenters’ Shares means shares of PNB Common Stock with respect to which the holder or holders thereof perfect their rights to dissent under Chapter 13 of the CGCL.