Dissenting Members definition

Dissenting Members has the meaning set forth in Section 2.2(g).
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Dissenting Members is defined in Section 2.13.
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Examples of Dissenting Members in a sentence

  • With respect to Roll-Ups, Section 3.3(i) shall set forth the rights of Dissenting Members in Roll-Ups.

  • Any portion of the Merger Consideration made available to the Paying Agent in respect of interests held by Dissenting Members shall be returned to Buyer upon demand.

  • Each Dissenting Member who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the value of the Dissenting Member's Interest will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to such provisions.

  • As a result of the Merger, Company Members and Dissenting Members will receive the consideration, subject to the claims, set forth in this Agreement.

  • If distributions are not made in the form of an annuity on an irrevocable basis (except for acceleration), then distribution of your post-1986 Code section 403(b) interest in the Contract (as determined under (b)(3) below) must satisfy the requirements of Code sections 403(b)(10) and 401(a)(9) and the regulations issued thereunder as applicable to an account, rather than the requirements of (a)(2), (3), and (4) below and (b) below applicable to an annuity.

  • All amounts paid to Dissenting Members shall be paid without interest thereon (to the extent permitted by applicable law) by the Surviving Corporation.

  • If, after the Effective Time, any instruments evidencing ownership of TWC Membership Interests are presented to Parent or the Surviving Corporation, they shall be canceled and exchanged for a consideration as set forth in Section 3.1 hereof, subject to applicable law in the case of Dissenting Members.

  • All of the outstanding Membership Interests are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and are owned by Company Members, Non-Signing Members and any Dissenting Members.

Related to Dissenting Members

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

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

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

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

  • 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 Shares has the meaning set forth in Section 3.3.

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

  • 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.

  • 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 with, the provisions of Section 262 of the DGCL.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

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

  • Class B Members means any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • Remaining Members has the meaning set forth in Section 11.2.

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

  • CGCL means the California General Corporation Law.

  • Voting Member means a Member holding one or more Voting Shares.

  • Preferred Member means a Member holding Preferred Units.

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

  • Company Shareholders means holders of Company Shares.

  • Class Members means all individuals in the Settlement Class, including the Class Representatives.

  • Participating Class Members means all Class Members who do not submit valid

  • Withdrawn Member means a Member whose interest in the Company has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Member.