Excess Dissenting Shares Liability has the meaning set forth in the definition of Shared Transaction Litigation Liabilities.
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Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;
Dissenting Stockholder has the meaning set forth in Section 2.7.
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.
Dissenters’ Shares has the meaning set forth in Section 3.01(c).
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a registered Company Shareholder who has validly exercised Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder.
Company Share means one share of common stock of the Company, $0.01 par value per share.
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;
Special Voting Share means the one share of Series B special voting preference stock with no par value, issued by US Gold to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of shares of US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Beneficiaries.
Merger Shares has the meaning set forth in Section 2.2(c).
Multiple Voting Shares means the Class B multiple voting shares in the capital of the Corporation;
Class UT-R Interest The residual interest in the Upper-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.
Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.
Company Shares means the common shares in the capital of the Company;
Company Stock Fund means a hypothetical investment fund pursuant to which Deferred Stock Units are credited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) the effective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, as applicable. The portion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the Vesting Date associated with Restricted Stock or Restricted Stock Units, and all dividends and other distributions paid with respect to Common Stock or Special Common Stock were held uninvested in cash and credited with interest at the Applicable Interest Rate as of the next succeeding December 31 (to the extent the Account continues to be deemed credited in the form of Deferred Stock Units through such December 31).
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Company Class A Common Stock means the Class A common stock, par value $0.0001 per share, of the Company.