Dissenting Share definition

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

Dissenting Share means any Company Share held of record by any stockholder who has exercised applicable appraisal rights under the DGCL.

Dissenting Share shall have the meaning set forth in Section 1.06.

Examples of Dissenting Share in a sentence

• Notwithstanding any provision of this Agreement to the contrary, any Company Dissenting Share shall not be converted into the right to receive its applicable portion of the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Company Dissenting Share pursuant to the DGCL.

• If a holder of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares will cease to be a Dissenting Share and will be converted as of the Effective Time into and represent the right to receive the Merger Consideration, without interest thereon.

• From and after the Effective Time, all of such Shares and Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist in all respects, and each holder of a Certificate formerly representing any such Share or Dissenting Share shall cease to have any rights with respect thereto, except for the rights to receive the foregoing payments.

• Each Dissenting Share shall, as a result of the Merger and without any action on the part of the holder of such Dissenting Share, cease to be outstanding, be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to Section 4.2(g) and the TBOC.

• In addition, we assume that any Dissenting Shareholder, as of the Effective Time, will receive, pursuant to statutory procedures, an amount per Dissenting Share that will not materially exceed the value of the Cash Consideration.

More Definitions of Dissenting Share

Dissenting Share has the meaning specified in Section 3.1(a).

Dissenting Share shall have the meaning set forth in Section 3.01.

Dissenting Share means a Company Share which is issued and outstanding immediately prior to the Effective Time and which is held by a stockholder of Company who did not vote in favor of the Merger or consent thereto in writing and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who has complied with all of the relevant provisions of Section 262 of the DGCL.

Dissenting Share means any Target Share which any stockholder who or which has exercised his or its appraisal rights under the Nevada General Corporation Law holds of record.

Dissenting Share has the meaning given in Section 3.1(a) of this Plan of Arrangement;

Dissenting Share means any Seller Share held of record by any stockholder who or that has exercised his, her, or its appraisal rights under Section 262 of the Delaware General Corporation Law.

Dissenting Share means any share of Suncrest Common Stock that is owned by shareholders who have perfected and not withdrawn a demand for dissenters’ rights pursuant to Chapter 13 of the CGCL.