Parent Dissenting Shares definition

Parent Dissenting Shares shall have the meaning set forth in Section 1.11 of the Agreement.
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Parent Dissenting Shares is defined in Section 2.9.
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Parent Dissenting Shares. Section 2.10(a)
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Examples of Parent Dissenting Shares in a sentence

  • The sum of the number of Parent Dissenting Shares and the number of shares of Parent Capital Stock that may in the future become Company Dissenting Shares shall not exceed 10% of the number of shares of Company Capital Stock outstanding immediately prior to the Closing.

  • Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder.

  • Each certificate (if any) previously evidencing Parent Ordinary Shares (other than the Parent Excluded Shares, Redeeming Parent Shares and Parent Dissenting Shares) shall be exchanged for a certificate representing the same number of Purchaser Ordinary Shares upon the surrender of such certificate in accordance with Section 2.7.

  • Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in the BVI Law with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder.

  • Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in Section 179 of BVI Law with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder.

  • We call these expressions ‘locative there-sentences’.3The proposal that the form esserci is a predicate is not new, and dif- ferent accounts of its formation have been provided in the literature (for an overview, see §2 and §3); however, the topic is still controversial.

  • No person who has validly exercised their appraisal rights pursuant to the BVI Law shall be entitled to receive the equivalent number of shares of Purchaser Common Stock with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder unless and until such Parent Dissenting Shareholder shall have effectively withdrawn or lost their appraisal rights under the BVI Law.

  • Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in Section 179 of the Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder.

  • At the Reincorporation Effective Time, each Parent Ordinary Share (other than Parent Excluded Shares, the Parent Redeeming Shares and the Parent Dissenting Shares) issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted automatically into one Purchaser Ordinary Share.

  • At the Reincorporation Effective Time, every Parent Ordinary Share (other than Parent Excluded Shares and the Parent Dissenting Shares) issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted automatically into one Purchaser Ordinary Share.

Related to Parent Dissenting Shares

  • Dissenting Shares has the meaning set forth in Section 2.7.

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

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

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

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

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

  • 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 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.

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

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Company Shares means the common shares in the capital of the Company;

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

  • CGCL means the California General Corporation Law.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • IPO Shares means the shares of Common Stock issued in the Company’s IPO.

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

  • Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

  • Base Merger Consideration means $1,200,000,000.

  • Excluded Shares has the meaning set forth in Section 2.1(b).