Dissenting Members definition

Dissenting Members is defined in Section 2.13.

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Dissenting Members has the meaning set forth in Section 2.2(g).

Examples of Dissenting Members in a sentence

• Units of Dissenting Members for which payment has been made shall not thereafter be considered outstanding for the purposes of any subsequent vote of Members.

• With respect to Roll-Ups, Section 3.3(i) shall set forth the rights of Dissenting Members in Roll-Ups.

• If, after the Effective Time, any instruments evidencing ownership of TWC Membership Interests are presented to Parent or the Surviving Corporation, they shall be canceled and exchanged for a consideration as set forth in Section 3.1 hereof, subject to applicable law in the case of Dissenting Members.

• In such event, the fair market value of the Investments or the Roll Up Entity (as applicable) shall be determined by three (3) independent appraisers, one (1) selected by the Manager, one (1) selected by the Dissenting Members and one (1) selected by the two (2) appraisers so named.

• In the event the fair market value is determined to vary from the fair market value determined by the Manager pursuant to Section 11.8.2 by less than fifteen percent (15%), the Dissenting Members shall pay all expenses of all the appraisals incurred by the Company.

• Any portion of the Merger Consideration made available to the Paying Agent in respect of interests held by Dissenting Members shall be returned to Buyer upon demand.

• All amounts paid to Dissenting Members shall be paid without interest thereon (to the extent permitted by applicable law) by the Surviving Corporation.

• If distributions are not made in the form of an annuity on an irrevocable basis (except for acceleration), then distribution of your post-1986 Code section 403(b) interest in the Contract (as determined under (b)(3) below) must satisfy the requirements of Code sections 403(b)(10) and 401(a)(9) and the regulations issued thereunder as applicable to an account, rather than the requirements of (a)(2), (3), and (4) below and (b) below applicable to an annuity.

• Dissenting Members......................................................................

• As a result of the Merger, Company Members and Dissenting Members will receive the consideration, subject to the claims, set forth in this Agreement.