Excess Dissenting Share Payments definition

Excess Dissenting Share Payments shall have the meaning set forth in Section 2.2(f)(ii)(2).
Sample 1
Excess Dissenting Share Payments. Is defined in Section 1.7.3.
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Excess Dissenting Share Payments has the meaning specified in Section 3.3(c).
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Examples of Excess Dissenting Share Payments in a sentence

  • Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 ("Excess Dissenting Share Payments"), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.

  • Each of the Parties hereto acknowledges and agrees that from and after the Closing, Claims under this Article VIII shall be the exclusive and sole remedy of the Parent Indemnitees with respect to Excess Dissenting Share Payments.

  • Except to the extent that the Indemnifiable Losses resulted from breaches of the Excluded Representations, from Excess Dissenting Share Payments, from any Excess Third Party Expenses or from fraud or willful breach, recovery by an Indemnified Party for Indemnifiable Losses pursuant to this Agreement shall be satisfied from the Indemnification Escrow Fund in accordance with, and subject to the limitations of Section 8.3(h).

  • Notwithstanding the foregoing, to the extent that Parent, either Surviving Company or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 (“Excess Dissenting Share Payments”), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.

  • Notwithstanding the foregoing, Feiya shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to any Excess Dissenting Share Payments.

  • Notwithstanding the foregoing, to the extent that Parent, the Second Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 (“Excess Dissenting Share Payments”), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.

  • Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 2.1 (“Excess Dissenting Share Payments”), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII hereof.


More Definitions of Excess Dissenting Share Payments

Excess Dissenting Share Payments has the meaning ascribed to it in Section 6.2(a)(i)(I).
Sample 1
Excess Dissenting Share Payments means with respect to each Dissenting Share entitled to payment pursuant to Section 262 of the DGCL, an amount equal to (a) the consideration determined to be due with respect to such Dissenting Share pursuant to Section 262 of the DGCL, together with any interest and penalties therein, minus (b) the amount otherwise payable with respect to such Dissenting Share pursuant to Section 1.02 of this Agreement if such share was not a Dissenting Share entitled to payment pursuant to Section 262 of the DGCL, plus (c) all costs and expenses of Parent incurred in connection with investigating, defending against or settling the assertion of appraisal rights by any stockholder pursuant to Section 262 of the DGCL
Sample 1

Related to Excess Dissenting Share Payments

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

  • Dissenting Shares 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.

  • 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 Stockholder has the meaning set forth in Section 2.7.

  • Noteholders’ Distributable Amount means, with respect to any Distribution Date, the sum of the Noteholders’ Principal Distributable Amount and the Noteholders’ Interest Distributable Amount.

  • Class Distribution Amount As to each Combinable Class and Distribution Date, an amount equal to the distribution of principal and/or interest on such Distribution Date in respect of the Related REMIC Class multiplied by a fraction the numerator of which is equal to the Aggregate Denomination of such Class at the close of business on the related Record Date and the denominator of which is the original principal amount of the Related REMIC Class having the same letter designation. As to each RCR Class, the sum of (i) the Class Interest Distribution Amount for such Class and (ii) the Class Principal Distribution amount for such Class.

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

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • 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.

  • Excess Distribution Unit is defined in Section 6.1(d)(iii)(A).

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Excess Distribution is defined in Section 6.1(d)(iii)(A).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

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

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Class C Distributable Amount As defined in the Preliminary Statement.