DCB Shareholders definition
Examples of DCB Shareholders in a sentence
Notwithstanding anything herein to the contrary, this covenant shall survive the Closing and the Effective Time and shall be enforceable by the DCB Securityholder Representative, his successors or assigns, as representative for the former DCB Shareholders.
DCB shall provide FFI with a copy of such notice, the statement of fair market value and all other disclosure materials to be sent to the DCB Shareholders at least three (3) Business Days prior to the date on which DCB intends to send such notice to the DCB Shareholders, and will address to FFI’s reasonable satisfaction any concerns or suggestions of FFI and its representatives regarding such notice and other disclosure materials.
Approval by the DCB Shareholders of this Agreement and the Merger shall constitute the approval by the DCB Shareholders of the selection by the DCB Board of such individual as the Securityholder Representative and the irrevocable appointment by each DCB Securityholder, without the necessity of any further action by the DCB Board or the DCB Securityholders, of such individual as the Securityholder Representative.
DCB Shareholders holding shares of DCB Common Stock representing no more than ten percent (10%), in the aggregate, of the outstanding voting power of DCB shall have exercised dissenters’ rights under the CGCL with respect to the Merger (meaning DCB Shareholders holding 90% or more of the outstanding voting power of DCB have not exercised dissenters’ rights under the CGCL with respect to the Merger).
Approval by the DCB Shareholders of this Agreement and the Merger shall constitute the approval by the DCB Shareholders of the selection by the DCB Board of such Person as the Securityholder Representative and the irrevocable appointment by each DCB Securityholder, without the necessity of any further action by the DCB Board or the DCB Securityholders, of such Person as the Securityholder Representative.
FFI also shall cause all FFI Shares to be received by DCB Shareholders in the Merger to be issued in compliance with the Securities Act and all applicable Blue Sky Laws.
This Agreement may be amended by the Parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time; provided, however, that, after the adoption of this Agreement by DCB Shareholders, no amendment shall be made except as allowed under Applicable Law.
Neither DCB nor FFI shall issue any other press release or otherwise make any public statement with respect to this Agreement and the Merger or which could reasonably be expected to affect the outcome of the voting by DCB Shareholders on the Merger without first consulting and obtaining the prior consent of the other Party (which shall not be unreasonably withheld or delayed) to the issuance of such press release or the making of such public statement.
As a result of the above computation, the aggregate amount of any Contingent Consideration that would otherwise be payable to the DCB Shareholders and DCB Option Holders pursuant to Section 3 of this Agreement shall be reduced by an amount equal to the portion of such Contingent Consideration that would, but for the provisions of this Section 5, have been payable to the DCB Dissenting Shareholders in respect of their Dissenting Shares.