Dissenting Stockholders definition

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

Dissenting Stockholders means the holders of Shares who have duly demanded appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn or otherwise waived or lost such Person’s rights to appraisal under the DGCL (such Shares for which appraisal has been so duly demanded and the right thereto under the DGCL not effectively withdrawn or otherwise waived or lost, the “Dissenting Shares”).

Dissenting Stockholders means those Stockholders who hold Dissenting Shares.

Examples of Dissenting Stockholders in a sentence

• Parent shall have the right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal.

• Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

• Each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights any Dissenting Stockholders may have pursuant to Section 4.2(f) with respect to any Excluded Shares that are Dissenting Shares.

• Each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights any Dissenting Stockholders may have pursuant to Section 4.2(g) with respect to any Excluded Shares that are Dissenting Shares.

• The Purchaser and/or the Exchange Agent shall have received copies of Lock-Up Agreements and Registration Rights Agreements duly executed by each of the Company Holders, except for any Dissenting Stockholders.

More Definitions of Dissenting Stockholders

Dissenting Stockholders has the meaning set forth in Section 1.2(d).

Dissenting Stockholders shall have the meaning stated in Section 2.7(b).

Dissenting Stockholders has the meaning specified in Section 3.1(b).

Dissenting Stockholders means any Person who has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL.

Dissenting Stockholders has the meaning set forth in Section 1.9.

Dissenting Stockholders has the meaning assigned thereto in Section 2.1(c).

Dissenting Stockholders has the meaning set forth in Section 4.1(a).