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 3.3.
Dissenting Shareholders has the meaning set forth in Section 3.3.
Dissenting Stockholders shall have the meaning set forth in Section 3.3.
Dissenting Shareholder means a registered Company Shareholder who has duly and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder in accordance with the YBCA and the terms of the Interim Order;
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 with, the provisions of Section 262 of the DGCL.
Dissenters’ Shares has the meaning set forth in Section 4.07.
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a registered Company Shareholder who has validly exercised Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder.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 Preferred 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 US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Non-Affiliated Holders.
Merger Shares has the meaning set forth in Section 2.2(c).
Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;
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 the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:
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 $0.01 per share, of the Company.
Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.