Dissenting Shares has the meaning set forth in Section 3.3.
Dissenting Share has the meaning set forth in Section 2.6 below.
Dissenting Shareholders has 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and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company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 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 4.07.
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.
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a registered Company Shareholder who has validly exercised Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder.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;
Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;
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.
Excluded Shares has the meaning set forth in Section 2.1(b).
Merger Shares has the meaning set forth in Section 2.2(c).
Cancelled Shares has the meaning set forth in Section 3.1(a).
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.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
CGCL means the California General Corporation Law.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.
Base Merger Consideration means an amount equal to $1,855,000,000.