Dissenting Share Payments definition

Dissenting Share Payments means (x) any payment in respect of Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement and (y) any costs or expenses (including attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares.

Dissenting Share Payments has the meaning set forth in Section 2.7(c).

Dissenting Share Payments means (x) any payment in respect of Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement, and (y) any costs or expenses (including reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of Dissenting Shares.

Examples of Dissenting Share Payments in a sentence

• Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement (“Dissenting Share Payments”), Parent shall be entitled to recover the amount of such Dissenting Share Payments pursuant to ARTICLE 9 hereof.

• Notwithstanding the foregoing, to the extent that the Company makes, prior to the Closing, any payment or payments in respect of any Dissenting Shares in excess of the value of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement (the “Dissenting Share Payments”), NewCo and Surf Air shall be entitled to deduct the amount of such Dissenting Share Payments from the Aggregate Merger Consideration in accordance with the terms hereof.

• To the extent that Parent or the Company makes any payment in respect of any Dissenting Shares, Parent shall be entitled to recover under Article X hereof (i) the aggregate amount by which such payment exceeds the Merger Consideration and (ii) any other costs and expenses, including attorney fees and expenses, incurred in connection with investigating, defending and settling such demands for appraisal (the amounts in clauses (i) and (ii) collectively, "Dissenting Share Payments").

• Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 ("Excess Dissenting Share Payments"), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.

• The Escrow Agreement shall be the sole and exclusive means for the Indemnified Parties to collect any Losses for which they are entitled to indemnification under this Article VII, except with respect to claims for fraud or knowing or willful breach or claims related to the Special Representations, Dissenting Share Payments, Deemed Losses or Pre-Closing Taxes, for which the Escrow Fund shall be the initial source of indemnification, but not the exclusive source of indemnification.

More Definitions of Dissenting Share Payments

Dissenting Share Payments shall have the meaning specified in Section 1.6(f).

Dissenting Share Payments shall have the meaning set forth in Section 3.2(c) of the Agreement.

Dissenting Share Payments has the meaning ascribed to such term in Section 2.6.

Dissenting Share Payments means (x) any payment in respect of Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement, and (y) any costs or expenses (including reasonable and documented out-of-pocket attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of Dissenting Shares. “Effective Time” has the meaning given in Section 1.4. “Employee” means any current, former, or retired employee, officer, manager, or director of the Company or any of its Subsidiaries. “Employee Benefit Plan” has the meaning given in Section 2.19(a). “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” has the meaning given in Section 2.19(a). “Escrow Agent” means PNC Bank National Association. “Escrow Agreement” means an escrow agreement by and among the Buyer, the Stockholder Representative and the Escrow Agent in substantially the form of Exhibit A hereto. “Escrow Amount” means $47,000,000 (together with any interest and other income earned thereon). “Estimated Closing Working Capital Statement” has the meaning given in Section 1.7(b)(ii). “Estimated Company Debt” means the Company Debt estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, without giving effect to the consummation of the Transactions, as set forth in the Allocation Certificate. “Estimated Net Working Capital” means Net Working Capital estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as set forth in the Allocation Certificate. “Excess Cash” means the aggregate amount of cash and cash equivalents held by the Company and its Subsidiaries as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as determined in accordance with GAAP, which amount can be a positive or negative integer. For purposes of the foregoing, cash shall represent book cash and shall be net of all reconciling items, including outstanding checks, deposits in transit and other reconciling items. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exercise Price” means the sum of the aggregate exercise prices of In-the-Money Company Options 6

Dissenting Share Payments means, collectively, any (i) payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement and (ii) Losses (including attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling any Proceeding) in respect of any Dissenting Shares.

Dissenting Share Payments has the meaning set forth in Section 1.7.

Dissenting Share Payments shall have the meaning set forth in Section 1.14(d) of this Agreement.