Dissenting Shares Amount definition

Dissenting Shares Amount means the product of (a) the Closing Date Purchase Price and (b) a fraction, the numerator of which is the number of Dissenting Shares and the denominator of which is the number of shares of Capital Stock outstanding immediately prior to the Effective Time (other than any shares of Capital Stock which are held in the treasury of the Company or by Parent, Merger Sub or any other Affiliate of Parent, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto).
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Dissenting Shares Amount means (a) the aggregate number of Dissenting Shares that are Company Common Stock multiplied by (b) the Closing Date Per Share Cash Consideration.
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Dissenting Shares Amount means the product of (a) the Initial Purchase Price minus the aggregate amount of Option Closing Payments and (b) a fraction, the numerator of which is the number of Dissenting Shares and the denominator of which is the number of Shares outstanding immediately prior to the Effective Time (other than any Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company or held by Parent, Merger Sub or any other Affiliate of Parent, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto).
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Examples of Dissenting Shares Amount in a sentence

  • At and after the Effective Time, each Shareholder shall cease to have any rights as an equity holder of the Company, except as otherwise required by applicable Law and except for the right of each Shareholder to deliver a duly executed Letter of Transmittal, if applicable, in exchange for payment of its Merger Consideration (or Dissenting Shares Amount, as applicable) pursuant to this Agreement, and no transfer of Shares shall be made on the stock transfer books of the Surviving Corporation.

  • A portion of the Base Purchase Price shall be payable in Note Payment Rights, in an amount equal to Twenty Five Million Dollars ($25,000,000), reduced by the Assumed Debt Adjustment and the Remaining Dissenting Shares Amount (the “Note Portion”).


More Definitions of Dissenting Shares Amount

Dissenting Shares Amount means the product, expressed as a dollar amount, of the number of Dissenting Shares multiplied by the Per Share Purchase Price.
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Dissenting Shares Amount means the product of (a) the Initial Purchase Price minus the aggregate amount of Option Closing Payments and
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Related to Dissenting Shares Amount

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

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

  • 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 Stockholder has the meaning set forth in Section 2.7.

  • Dissenting Shareholders has the meaning set forth in Section 2.06.

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

  • Shares Amount means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner times the Conversion Factor; provided, however, that, if the Parent issues to holders of Shares securities, rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the “rights”), then the Shares Amount shall also include such rights that a holder of that number of Shares would be entitled to receive unless the Partnership issues corresponding rights to holders of Partnership Units.

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

  • Dissenting Holder means a registered holder of Shares as of the record date of the Meeting who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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 in all respects with, the provisions of Section 262.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • 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.

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

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Shares has the meaning set forth in the Recitals.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.