Dissenting Company Shares definition

Dissenting Company Shares has the meaning set forth in Section 2.04(a).

Dissenting Company Shares has the meaning assigned to such term in Section 1.12(a) of the Agreement.

Dissenting Company Shares means each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by a holder of such Company Common Stock who has not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who has (or for which the “beneficial owner” (as defined, for purposes of this Section 2.7, in Section 262(a) of the DGCL) has) properly exercised appraisal rights with respect thereto in accordance with, and who has (or, to the extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of the General Corporation Law of the State of Delaware with respect to any such Company Common Stock held by any such holder or beneficial owner.

Examples of Dissenting Company Shares in a sentence

• Parent shall have the right to participate in all negotiations and Proceedings with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares.

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

• If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation or the Paying Agent, they will be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this ‎Article 2, including subject to applicable Law in the case of Dissenting Company Shares.

More Definitions of Dissenting Company Shares

Dissenting Company Shares. Section 2.2(j)(iii)

Dissenting Company Shares has the meaning set forth in Section 2.7(b). “DPA” has the meaning set forth in Section 4.18.

Dissenting Company Shares means Company Common Shares held by Dissenting Shareholders.

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.

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.

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.

Dissenting Company Shares means the Company Shares held by Dissenting Company Shareholders in respect of which such holders have given Notice of Dissent;