Dissenting Stock definition

Dissenting Stock has the meaning set out in Section 2.3;
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Dissenting Stock means any shares of Company Common Stock held by a Dissenting Stockholder as of the Effective Time who has not voted such Company Common Stock in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been perfected under Section 262(d) of the DGCL and not withdrawn as of the Effective Time.
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Dissenting Stock means any share of Target Stock held of record by any stockholder or represented by any option or warrant held of record by any person who or which has properly exercised his, her or its appraisal rights under the Delaware General Corporation Law.
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Examples of Dissenting Stock in a sentence

  • The amount to be paid to each Company Stockholder for each class, series and subclass of Company Stock (other than Dissenting Stock) held shall be rounded down to the nearest whole cent.

  • Until so surrendered and exchanged, each certificate which immediately prior to the Effective Date represented outstanding shares of the Common Stock (other than Dissenting Stock and shares of Common Stock owned by the Acquiror or Newco) shall represent solely the right to receive the cash into which the Common Stock it theretofore represented shall have been converted pursuant to Section 3.1(a), subject to any required withholding of taxes.

  • Dissenting Stock shall not, after the Effective Time, be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions, other than dividends or other distributions payable to stockholders of record prior to the Effective Time.

  • Dissenting Stock shall not be converted into or represent the right to receive any Merger Consideration unless the Dissenting Stockholder holding particular shares of Dissenting Stock has failed to perfect his, her or its right to appraisal under the DGCL in respect of such shares or has properly withdrawn his, her or its demand for appraisal in respect of such shares.

  • No dividends or other distributions with respect to capital stock of the Surviving Corporation with a record date as of or after the Effective Time shall be paid to the holder of any unsurrendered shares of Company Stock, including shares of Dissenting Stock.

  • The Merger Consideration payable for any such shares of Unperfected Dissenting Stock shall be payable in cash, in shares of Buyer Common Stock, or in such combination of cash and Buyer Common Stock as shall be determined by Buyer as being necessary or appropriate to preserve the status of the Merger as a “reorganization” within the meaning of section 368(a) of the Code.

  • Holders of no more than 5% of the outstanding shares of Highland Common Stock shall have given notice requesting that their shares of Highland Common Stock be treated as Dissenting Stock.

  • The Federal Court of Appeal’s reasons bring to a close a lengthy technology dispute and reaffirms the principle that obviousness is a factual analysis.

  • If, after the Effective Date, certificates previously representing shares of Common Stock are presented to the Surviving Corporation or the Paying Agent (as defined in Section 3.3), they shall be canceled and exchanged for cash as provided in Section 3.1(a), subject to applicable law in the case of Dissenting Stock.

  • Each holder of Dissenting Stock shall have only such rights and remedies as are granted to such holder under Section 262 of the Delaware Corporation Law.


More Definitions of Dissenting Stock

Dissenting Stock means as defined in Section 2.4.
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Dissenting Stock means the Company Stock which is held by stockholders who have properly complied with the provisions of Section 262 of the DGCL with respect to appraisal rights.
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Dissenting Stock has the meaning set forth in Section 2.10.
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Related to Dissenting Stock

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

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

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

  • 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 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;

  • 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.

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

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

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

  • 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;

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

  • CGCL means the California General Corporation Law.

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

  • MBCA means the Michigan Business Corporation Act.

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

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • 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.

  • FBCA means the Florida Business Corporation Act.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

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