Dissenting Buyco Securityholder definition

Dissenting Buyco Securityholder means a Buyco Securityholder who has duly exercised a Dissent Right pursuant to Article 6 of the Arrangement Agreement and Article 3 of the Plan of Arrangement and who is ultimately entitled to be paid fair value for the Buyco Shares held by such holder in accordance with the Plan of Arrangement;
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Examples of Dissenting Buyco Securityholder in a sentence

  • If any Dissenting Buyco Securityholder is ultimately not entitled to be paid for their Dissenting Securities, Buyco shall distribute to such Dissenting Buyco Securityholder their pro-rata portion of the Subco-RI Shares, or the equivalent warrants or options to acquire Subco-RI Shares, as the case may be, in accordance with Section 2.2 hereof and the Plan of Arrangement.

  • If any Dissenting Buyco Securityholder is ultimately not entitled to be paid for their Dissenting Securities, Subco-RI shall distribute to such Dissenting Buyco Securityholder their pro-rata portion of the Subco-RI Shares to be issued by Subco-RI in exchange for Buyco Shares under the Arrangement, or the equivalent warrants or options to acquire Subco-RI Shares, as the case may be, in accordance with Section 2.3 of the Plan of Arrangement.

Related to Dissenting Buyco Securityholder

  • 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and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company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;

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

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

  • Dissenting Shareholders has the meaning set forth in Section 2.06.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Dissenting Holder means a registered holder of Shares as of the record date of the Meeting who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

  • Dissenting Shares has the meaning set forth in Section 3.3.

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

  • 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;

  • Company Shareholder means any holder of any Company Shares.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

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

  • 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 in all respects with, the provisions of Section 262.

  • Company Shares has the meaning set forth in the Recitals.

  • 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.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Registered Shareholder means, as the context requires:

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.