Dissenting SPAC Shares definition

Dissenting SPAC Shares means SPAC Shares that are (i) issued and outstanding immediately prior to the Effective Time and (ii) held by a SPAC Shareholder who has validly exercised their Cayman Dissent Rights (and not waived, withdrawn, forfeited, failed to perfect or otherwise lost such rights).
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Dissenting SPAC Shares means SPAC Shares that are (i) issued and outstanding immediately prior to the First Effective Time and (ii) held by SPAC Shareholders who have validly exercised their Cayman Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights).
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Dissenting SPAC Shares has the meaning specified in Section 2.09(g).
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Examples of Dissenting SPAC Shares in a sentence

  • The SPAC Shares owned by any SPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall cease to be Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time, the right to receive the applicable Merger Consideration, without any interest thereon in accordance with Section 2.3(c).

  • The SPAC Ordinary Shares owned by any SPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be the Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Second Merger Effective Time, the right to receive the applicable merger consideration as contemplated herein, without any interest thereon.

  • 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.

  • At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares, each Dissenting SPAC Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically cancelled and extinguished and shall thereafter represent only such rights as are granted by the Companies Act to a holder of Dissenting SPAC Shares.

  • Except as otherwise provided in Section 3.01(f) (with respect to Redeeming SPAC Shares) or Section 3.01(g) (with respect to Dissenting SPAC Shares), from and after the First Effective Time, until exchanged in accordance with this Section 3.03, each SPAC Share shall solely represent the right to receive the Merger Consideration to which such SPAC Share is entitled to receive pursuant to this Agreement and the First Plan of Merger.

  • 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.

  • Each Dissenting SPAC Shareholder who becomes entitled to payment for his, her or its Dissenting SPAC Shares pursuant to the Cayman Act shall receive payment thereof from SPAC in accordance with the Cayman Act.

  • Each certificate formerly representing SPAC Ordinary Shares (other than Dissenting SPAC Shares )shall thereafter represent the same number of Holdings Ordinary Shares.

  • The SPAC Ordinary Shares owned by any SPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Islands Companies Act shall cease to be Dissenting SPAC Shares and shall thereupon automatically be cancelled and cease to exist in exchange for the right to receive the applicable number of Irish Holdco Ordinary Shares on the basis of the Cayman Exchange Ratio, without any interest thereon.

  • The SPAC Shares held by Dissenting SPAC Shareholders who fail to perfect in accordance with the prescribed statutory procedure or 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 immediately following the Effective Time pursuant to the Business Combination Agreement.

Related to Dissenting SPAC Shares

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

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

  • 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 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.

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

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

  • 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.

  • 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.

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

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

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

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

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

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

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

  • 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.

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

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

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • CGCL means the California General Corporation Law.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.