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 reasonable costs and expenses (including reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding) in respect of any Dissenting Shares (other than payment for such shares).

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).

Examples of Dissenting Share Payments in a sentence

• 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.

• Notwithstanding the foregoing, Feiya shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to any Excess Dissenting Share Payments.

• Notwithstanding the foregoing, Parent shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to the Excluded Claims, SARSEP Violations, the amount of any Deficit and any Dissenting Share Payments.

• Notwithstanding anything herein to the contrary, the Stockholder Representative hereby waives the right to object to any claims against the Holdback in respect of any Dissenting Share Payments ordered by any Governmental Entity (a "COURT ORDERED DISSENTING SHARE PAYMENT").

• Each of the Parties hereto acknowledges and agrees that from and after the Closing, Claims under this Article VIII shall be the exclusive and sole remedy of the Parent Indemnitees with respect to Excess Dissenting Share Payments.

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 1.10(b) of this Agreement.

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

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 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 has the meaning specified in Section 1.18 above.

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