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

Dissenting Stockholders means the holders of record of Common Shares or Preferred Shares issued and outstanding immediately prior to the Effective Time who did not vote in favor of the adoption of this Agreement, have validly demanded appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn or otherwise waived or lost such right to appraisal under Section 262 of the DGCL (such shares for which appraisal has been so validly demanded and the right thereto under Section 262 of the DGCL not effectively withdrawn or otherwise waived or lost, the “Dissenting Shares”).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

The Delaware Court of Chancery may require that Dissenting Stockholders submit their share certificates, if any, to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings.
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.
If a hearing on the petition is held, the Delaware Court of Chancery is empowered to determine which Dissenting Stockholders have complied with the provisions of Section 262 of the DGCL and are entitled to an appraisal of their shares.
Upon the filing of a petition by a Dissenting Stockholder, the Delaware Court of Chancery may order a hearing and that notice of the time and place fixed for the hearing on the petition will be mailed to the surviving corporation and all the Dissenting Stockholders shown on the Verified List.
Accordingly, Dissenting Stockholders are cautioned to retain their share certificates after the Effective Time and thereafter comply with all orders of the Delaware Court of Chancery in respect of such certificates.

More Definitions of Dissenting Stockholders

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

Dissenting Stockholders has the meaning set forth in Section 3.10 below.

Dissenting Stockholders has the meaning set forth in Section 2.9.

Dissenting Stockholders means holders of Company Capital Stock exercising appraisal rights pursuant to Section 262 of the DGCL.

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

Dissenting Stockholders has the meaning set forth in Section 2.3.

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