Dissenter Shares definition

Dissenter Shares shall have the meaning as set forth in Section 3.1(a) of the Agreement.

Dissenter Shares means shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by Dissenting Stockholders.

Dissenter Shares shall have the meaning set forth in Section 3.1(c).

Examples of Dissenter Shares in a sentence

• The Company shall not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of Dissenter Shares prior to the Effective Time.

• If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II, subject to applicable Law in the case of Dissenter Shares.

• Until surrendered for exchange in accordance with the provisions of Section 2.2, each Certificate theretofore representing shares of Seller Common Stock (other than certificates representing Excluded Shares and Dissenter Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price, without interest, as provided in Article 2.

• Until surrendered for exchange in accordance with the provisions of Section 2.4, each Certificate (other than Certificates representing Excluded Shares and Dissenter Shares), shall from and after the Effective Time represent for all purposes only the right to receive the HBI Merger Consideration or Providence Merger Consideration, as applicable, without interest, as provided in this Article II.

• Notwithstanding anything in this Agreement to the contrary, Company Shares ("Dissenter Shares") that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Articles 5.12 and 5.13, et.

More Definitions of Dissenter Shares

Dissenter Shares means shares outstanding immediately prior to the Effective Time and held by any holder who, immediately prior to the Effective Time, has the right to obtain payment for such holder's shares in accordance with Article 113 of the CBCA. "Kansas Sale Proceeds" means the difference of (i) the gross cash proceeds from the sale of the Company's and its Subsidiaries' assets located in Kansas, which proceeds are actually received by the Company no later than the close of business on the business day prior to the Closing Date, minus (ii) all out-of-pocket costs (excluding income taxes) incurred by the Company and its Subsidiaries in the disposition of such assets in such sale transaction.

Dissenter Shares means Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted such Shares in favor of the Merger and who is entitled to assert and properly asserts dissenters' rights with respect to such Shares pursuant to, and who complies in all respects with, the provisions of Chapter 23B.13, and who has not effectively withdrawn or lost the right to assert dissenter's rights under the provisions of Chapter 23B.13.

Dissenter Shares means Preferred Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and makes a proper demand for payment of the fair value of such Preferred Shares pursuant to, and who complies in all respects with, the provisions of Part 12.

Dissenter Shares. ’ shall mean shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by Dissenting Stockholders.

Dissenter Shares shall have the meaning set forth in Section 2.3. “Effective Time” shall have the meaning set forth in Section 1.3. “Environmental Laws” shall have the meaning set forth in Section 3.18.

Dissenter Shares the meaning given to such term in Section 3.1.

Dissenter Shares means shares of Company Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted such shares of Company Stock in favor of the Merger and who is entitled to assert and who has properly asserted appraisal rights with respect to such shares of Company Stock pursuant to, and who has complied in all respects with, the provisions of Section 262 of the DGCL, and who has not effectively withdrawn or lost the right to assert appraisal rights under the provisions of Section 262 of the DGCL.