Dissenting SPAC Shareholders definition

Dissenting SPAC Shareholders means holders of Dissenting SPAC Shares.
Sample 1Sample 2Sample 3

Examples of Dissenting SPAC Shareholders in a sentence

  • The consideration of the Target Disposing Shares is HK$298 million and it will be satisfied by primarily proceeds from the PIPE Investments and proceeds from the SPAC IPO (other than the amount paid to the Redeeming SPAC Shareholders and the Dissenting SPAC Shareholders).

  • Section 238 of the Cayman Companies Act provides for the Appraisal Right of the Dissenting SPAC Shareholders to be paid the fair value of their SPAC Shares, subject to limitations under Section 239 of the Cayman Companies Act.

  • If the Dissenting SPAC Shareholders do not agree with the fair value determined by the Vision Deal Board and file a petition with the Cayman Court for a determination of the fair value of the Dissenting SPAC Shares, the Cayman Court will determine the fair value of the Dissenting SPAC Shares as at the date of the EGM at which the Merger is approved.

  • The Cayman Companies Act provides for a right of the Dissenting SPAC Shareholders to be paid the fair value of their SPAC Shares.

  • If the De-SPAC Transaction is not completed for any reason, Dissenting SPAC Shareholders will lose their Appraisal Right under the Cayman Companies Act and any Appraisal Right Exercise Notice given by Dissenting SPAC Shareholders will become void.

  • The cash proceeds of HK$298 million are paid to acquire Target Company Shares with a value of approximately HK$355 million (based on the Target Merger Total Equity Value), which in turn gives the SPAC Shareholders (other than the Redeeming SPAC Shareholders and the Dissenting SPAC Shareholders) and PIPE Investors the right to receive approximately HK$633 million (assuming full redemption of the SPAC Class A Shares) equity value of Successor Company Shares.

  • Pursuant to the Business Combination Agreement, Dissenting SPAC Shareholders will also have no right to receive any Successor Company Shares or any other consideration under the De-SPAC Transaction unless and until such Dissenting SPAC Shareholder fails to perfect in accordance with the prescribed statutory procedure or withdraws or otherwise loses his/her/its Appraisal Rights under the Cayman Companies Act.

  • The SPAC Shares held by Dissenting SPAC Shareholders who fail to perfect in accordance with the prescribed statutory procedure or who effectively withdraw or otherwise lose their Appraisal Rights under the Cayman Companies Act will cease to be Dissenting SPAC Shares and will be deemed to have been converted into the right to receive newly issued Successor Company Shares upon the Merger becomes effective pursuant to the Business Combination Agreement.

  • Pursuant to the Business Combination Agreement, Dissenting SPAC Shareholders will also have no right to receive any Successor Company Shares or any other consideration under the De-SPAC Transaction unless and until such Dissenting SPAC Shareholder fails to perfect in accordance with the prescribed statutory procedure or withdraws or otherwise loses its Appraisal Right under the Cayman Companies Act.

  • In respect of the Successor Company Shares which the SPAC Class A Shareholders (excluding the Redeeming SPAC Shareholders and, if applicable, the Dissenting SPAC Shareholders) are entitled to receive in exchange for the cancelation of their SPAC Class A Shares under the Merger, each SPAC Class A Shareholder will be sent one share certificate representing all Successor Company Shares, except for HKSCC Nominees which may request for share certificates to be issued in such denominations as it may specify.

Related to Dissenting SPAC Shareholders

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

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

  • 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;

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

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

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

  • Dissenting Holder means a registered Company Shareholder who has validly exercised Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder.

  • Company Shareholders means holders of Company Shares.

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

  • Dissenters’ Shares has the meaning set forth in Section 3.01(c).

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

  • 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.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Company Shares means the common shares in the capital of the Company;

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Common Stockholders means holders of shares of Common Stock.

  • Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

  • Company Shareholder means a holder of Company Shares.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.