Seller Dissenting Shares definition

Seller Dissenting Shares has the meaning set forth in Section 1.2(a).
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Seller Dissenting Shares means the shares of Seller Common Stock as to which dissenters’ rights have been asserted and duly perfected in accordance with Section 262 of the DGCL (as defined in Section 2.1) and not effectively withdrawn.
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Seller Dissenting Shares means shares of Seller Stock held by dissenting shareholders pursuant to 12 USC 215a(b).
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Examples of Seller Dissenting Shares in a sentence

  • The provisions of this Section 1.3 also will apply to Seller Dissenting Shares that lose their status as such, except that the obligations of Buyer under this Section 1.3 will commence on the date of loss of such status, and the holder of such shares will be entitled to receive in exchange for such shares the number of shares of Buyer Common Stock to which such holder is entitled pursuant to Section 1.2.

  • If, after the Effective Time, Seller Dissenting Shares held by any Stockholder of Seller lose their status as Seller Dissenting Shares, then Buyer will issue and deliver, upon surrender by such Stockholder of Seller of a certificate or certificates representing shares of Seller Common Stock, the number of shares of Buyer Common Stock to which such Stockholder of Seller otherwise would be entitled under this ARTICLE I.

  • Seller Dissenting Shares (if any) will not be converted into shares of Buyer Common Stock but instead will be converted into the right to receive such consideration as may be determined to be due with respect to such Seller Dissenting Shares pursuant to the Nevada Law.

  • Each holder of Seller Dissenting Shares (a “Seller Dissenting Stockholder”) who, pursuant to the provisions of the Nevada Law, becomes entitled to payment of the fair value for shares of Seller Common Stock will receive payment therefor (but only after the value therefor has been agreed on or finally determined pursuant to such provisions).

  • Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

  • Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq.

  • At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq.

  • Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be "Undesignated Shares" hereunder.

  • No holder of Seller Dissenting Shares shall be entitled to submit a letter of transmittal, and any letter of transmittal submitted by a holder of Seller Dissenting Shares shall be invalid, unless and until the demand for appraisal rights made in respect of such Seller Dissenting Shares shall have been or is deemed to have been withdrawn.

  • The provisions of this SECTION 1.3 also will apply to Seller Dissenting Shares that lose their status as such, except that the obligations of Buyer under this SECTION 1.3 will commence on the date of loss of such status, and the holder of such shares will be entitled to receive in exchange for such shares the number of shares of Buyer Common Stock to which such holder is entitled pursuant to SECTION 1.2 hereof.


More Definitions of Seller Dissenting Shares

Seller Dissenting Shares means shares of Seller Stock held by “dissenting shareholders” within the meaning of Chapter 13 of the CGCL.
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Seller Dissenting Shares has the meaning set forth in SECTION 1.2(a).
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Related to Seller Dissenting Shares

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

  • 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.

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

  • 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).

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

  • 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.

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

  • 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).

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

  • Company Shareholders means holders of Company Shares.

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

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

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

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • CGCL means the California General Corporation Law.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Shareholder means a holder of Company Shares.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

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

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