Dissenting Interests definition

Dissenting Interests has the meaning set forth in Section 2.9.
Sample 1Sample 2
Dissenting Interests means Alamo Surviver Interests held as of the Effective Time by an Alamo Surviver Member who has not voted such Interests in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 10.351 of the TBOC and not effectively withdrawn or forfeited prior to the Effective Time. Dissenting Interests shall not be converted into or represent the right to receive shares of Parent Common Stock unless such Alamo Surviver Member’s right to appraisal shall have ceased in accordance with the TBOC. If such Member has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Interests, then, (i) as of the occurrence of such event, such holder’s Dissenting Interests shall cease to be Dissenting Interests and shall be converted into and represent the right to receive the Merger Shares issuable in respect of such Company Interests pursuant to Section 1.5, and (ii) promptly following the occurrence of such event, the Parent shall deliver to such Member a certificate representing the Merger Shares to which such holder is entitled pursuant to Section 1.5.
Sample 1
Dissenting Interests means Exchanged Interests with respect to which Company Members have exercised dissenters’ rights pursuant to Section 2.11.
Sample 1

Examples of Dissenting Interests in a sentence

  • Each Person holding of record or beneficially owning Dissenting Interests who becomes entitled under Section 322B.383 and Section 322B.386 of the Minnesota Act and this Section 1.11 to payment of the fair value of such Dissenting Interests (and any other payments required by Section 322B.383 or Section 322B.386 of the Minnesota Act) will receive payment therefor from RESI or the Surviving Entity.

  • At the Effective Time, any holder of Dissenting Interests shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the immediately preceding sentence.

  • Until surrendered as contemplated by this Section 2.6, each such certificate or other instrument representing Membership Interests (other than any certificate or other instrument representing Dissenting Interests, as defined below) shall be deemed, from and after the Effective Time, to represent only the right to receive the applicable Merger Shares in accordance with this Agreement.

  • If, after the Effective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Interests shall be treated as having been converted as of the Effective Time into the right to receive the applicable portion of the total Merger Consideration as set forth in this Agreement.

  • Notwithstanding anything to the contrary contained herein, Dissenting Interests will not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with Florida Law.

  • In the case of Dissenting Interests, payment shall be made in accordance with the provisions of Section 2.11 hereafter.

  • For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, any Dissenting Interests shall be deemed outstanding for purposes of determining the pro rata share of the Merger Consideration payable to other holders of Company Securities, and the portion of the Merger Consideration otherwise allocable to a holder of Dissenting Interests shall not be issued by OAC and shall reduce the overall Merger Consideration payable under this Agreement.

  • If, after the Effective Time, new members are presented to the Parent or Alamo Surviver, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Interests.

  • Until so surrendered, each outstanding Certificate that prior to the Effective Time represented Target Company Interests (other than Dissenting Interests) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Merger Consideration as provided in Section 2.8(b).

  • Any portion of the Merger Shares that would otherwise have been payable with respect to Dissenting Interests if such Membership Interests were not Dissenting Interests will be retained by Pubco.


More Definitions of Dissenting Interests

Dissenting Interests has the meaning set forth in Section 2.9. “Dollars or $” means the lawful currency of the United States.
Sample 1
Dissenting Interests is defined in Section 2.4.
Sample 1

Related to Dissenting Interests

  • Dissenting Shares 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.

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

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

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such 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.

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

  • Voting Equity Interests means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

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

  • Voting Interest With respect to any provisions hereof providing for the action, consent or approval of the Holders of all Certificates evidencing specified Voting Interests in the Trust Estate, the Holders of each Class of Certificates will collectively be entitled to the then applicable percentage of the aggregate Voting Interest represented by all Certificates equal to the ratio obtained by dividing the Principal Balance of such Class by the sum of the Class A Principal Balance and the Class B Principal Balance. Each Certificateholder of a Class will have a Voting Interest equal to the product of the Voting Interest to which such Class is collectively entitled and the Percentage Interest in such Class represented by such Holder's Certificates. With respect to any provisions hereof providing for action, consent or approval of each Class of Certificates or specified Classes of Certificates, each Certificateholder of a Class will have a Voting Interest in such Class equal to such Holder's Percentage Interest in such Class.

  • Dissenting Holder means a registered Company Shareholder who has validly exercised Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder.

  • Company Shares means the common shares in the capital of the Company;

  • Voting Interests means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

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

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • New Equity Interests means the limited liability company

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

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

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.