Target Dissenting Shares definition

Target Dissenting Shares means shares of Target Stock held by "dissenting shareholders" within the meaning of Chapter 13 of the CGCL.
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Target Dissenting Shares means shares with respect to which the holders thereof have perfected dissenters’ rights under Section 215 of the National Bank Act.
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Target Dissenting Shares means any Target Common Shares and shares of Series D Stock held by a Target Dissenting Stockholder as of the Effective Time and (ii) “Target Dissenting Stockholders” means any holder of Target Common Shares and/or shares of Series D Stock who does not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands a judicial appraisal of the fair value of such stockholder’s shares pursuant to, and otherwise complies in all respects with, the provisions of Section 262 of the DGCL.
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Examples of Target Dissenting Shares in a sentence

  • Any payments made with respect to Target Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property shall be provided by Target, Orion or Merger Sub for such payment.

  • Payments made in respect of Target Dissenting Shares, if any, shall be made solely from the funds of Target.

  • If any such holder fails to perfect, effectively withdraws or loses such dissenters’ rights under the DGCL or the CCC, as applicable, such Target Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive that number of shares of the Series B Preferred Stock to which such shares of Target securities are entitled pursuant to this ARTICLE II, in each case without interest.

  • Target Dissenting Shares shall not be converted into or represent the right to receive any Merger Consideration, but instead shall represent only the right to receive the amount determined pursuant to the provisions of Section 262 of the DGCL.

  • Any Target Stock (other than Target 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.

  • Except as otherwise provided in Section 2.8(b), Target Dissenting Shares shall not be converted into, or represent, the right to receive shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.7 and the holder of such Target Dissenting Shares shall only be entitled to such appraisal rights as are granted to such holder with respect to such holder's Target Dissenting Shares under Delaware Law and/or California Law, if applicable.

  • Any payments made with respect to Target Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property shall be provided by Target, Desert Hawk or Merger Sub for such payment.

  • If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's dissenters' rights under the VGCL, such holder's Target Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration.

  • There shall be no more than five percent (5%) of Target Dissenting Shares.

  • If any holder shall have failed to perfect, or shall have effectively withdrawn or lost such holder's dissenter's rights under the NGCL, such holder's Target Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration.


More Definitions of Target Dissenting Shares

Target Dissenting Shares means any Target Common Shares and shares of Series D Stock held by a Target Dissenting Stockholder as of the Effective Time and (ii) "Target Dissenting Stockholders" means any holder of Target Common Shares and/or shares of Series D Stock who does not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands a judicial appraisal of the fair value of such stockholder's shares pursuant to, and otherwise complies in all respects with, the provisions of Section 262 of the DGCL. 3.6
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Related to Target Dissenting Shares

  • 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.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised 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 with, the provisions of Section 262 of the DGCL.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • 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.

  • Dissenters’ Shares has the meaning set forth in Section 4.07.

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

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.

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

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

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

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

  • Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

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

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

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