Dissenting Preferred Shares definition

Dissenting Preferred Shares has the meaning set forth in Section 2.2(j) of this Agreement.
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Dissenting Preferred Shares. As defined in Section 2.5(a).
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Dissenting Preferred Shares means Preferred Shares owned of record by Persons who do not vote any such Preferred Shares in favor of adoption of this Agreement and the Merger and who comply with the provisions of the BCL concerning the rights of holders of Preferred Shares to dissent from the Merger and require appraisal of their Preferred Shares.
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Examples of Dissenting Preferred Shares in a sentence

  • The Company shall give Parent (i) prompt notice of, together with copies of, any demand received by the Company for payment of the fair value of any Series C Preferred Stock, withdrawals of such demands, and any other instruments received by the Company as part of any such demand for dissenter’s rights and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware law in respect of Dissenting Preferred Shares.

  • The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Preferred Shares.

  • At the Effective Time, all Dissenting Preferred Shares shall no longer be outstanding and automatically shall be cancelled and shall cease to exist and, except as otherwise provided by applicable Law, each holder of Dissenting Preferred Shares shall cease to have any rights with respect to the Dissenting Preferred Shares, other than such rights as are granted by Section 10.354 of the TBOC.

  • A Dissenting Shareholder who fails to make a Demand for Payment in the time required or to send certificates representing Dissenting Preferred Shares has no right to make a claim under section 190 of the CBCA.

  • The final order of a court will be rendered against Prefco in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Preferred Shares as fixed by the court.

  • In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Preferred Shares.

  • If any holder of Dissenting Preferred Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such Dissenting Preferred Shares shall be converted into the right to receive the Preferred Cash Conversion Amount in accordance with the provisions hereof.

  • Prefco is required, not later than seven (7) days after the later of the Effective Date and the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment a written offer to pay (“Offer to Pay”) for its Dissenting Preferred Shares in an amount considered by the Board of Directors to be the fair value of the Preferred Shares, accompanied by a statement showing the manner in which the fair value was determined.

  • If such right is terminated otherwise than by the purchase of such shares by the Surviving Corporation, then such shares shall cease to be BSI Dissenting Preferred Shares and shall be converted into and represent the right to receive Sun Preferred Stock as provided in Section 1.9.3(b).

  • Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Preferred Shares of all Dissenting Shareholders.


More Definitions of Dissenting Preferred Shares

Dissenting Preferred Shares has the meaning set forth in Section 2.12.
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Dissenting Preferred Shares means Series J Preferred Shares as to which stockholders have validly submitted and not validly withdrawn or otherwise lost or failed to perfect a demand for appraisal rights pursuant to Section 262 of the DGCL.
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Dissenting Preferred Shares has the meaning specified in Section 3.1(a).
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Related to Dissenting Preferred Shares

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

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

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

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

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

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

  • Class A Preferred Stock means the Class A preferred stock, nominal value $0.0001 per share, of the Company.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • 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;

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.