Dissenting Shares Amount definition

Dissenting Shares Amount means the product of (a) the Closing Date Purchase Price and (b) a fraction, the numerator of which is the number of Dissenting Shares and the denominator of which is the number of shares of Capital Stock outstanding immediately prior to the Effective Time (other than any shares of Capital Stock which are held in the treasury of the Company or by Parent, Merger Sub or any other Affiliate of Parent, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto).
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Dissenting Shares Amount means (a) the aggregate number of Dissenting Shares that are Company Common Stock multiplied by (b) the Closing Date Per Share Cash Consideration.
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Dissenting Shares Amount means (i) the aggregate number of Fully Diluted Shares of Dissenting Shares multiplied by (ii) the applicable Per Share Cash Merger Consideration.
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Examples of Dissenting Shares Amount in a sentence

  • At and after the Effective Time, each Shareholder shall cease to have any rights as an equity holder of the Company, except as otherwise required by applicable Law and except for the right of each Shareholder to deliver a duly executed Letter of Transmittal, if applicable, in exchange for payment of its Merger Consideration (or Dissenting Shares Amount, as applicable) pursuant to this Agreement, and no transfer of Shares shall be made on the stock transfer books of the Surviving Corporation.

  • They em- ployed 85,200 workers, down from 99,600.By area, high-wage countries continued to be the most popular location for new affiliates in 2002.7 The value added of new affiliates in these countries ac- counted for 89 percent of the total value added of allnew affiliates, up from 77 percent in 2001.


More Definitions of Dissenting Shares Amount

Dissenting Shares Amount means the product of (a) the Initial Purchase Price minus the aggregate amount of Option Closing Payments and
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Dissenting Shares Amount means the product of (a) the Initial Purchase Price minus the aggregate amount of Option Closing Payments and (b) a fraction, the numerator of which is the number of Dissenting Shares and the denominator of which is the number of Shares outstanding immediately prior to the Effective Time (other than any Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company or held by Parent, Merger Sub or any other Affiliate of Parent, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto).
Sample 1
Dissenting Shares Amount means the product of (a) the Initial Purchase Price minus the aggregate amount of Option Closing Paymentsand (b) a fraction, the numerator of which is thenumber of Dissenting Shares and the denominator of which is the number of Shares outstanding immediately prior to the Effective Time (other than any Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company or held by Parent, Merger Sub or any other Affiliate of Parent, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto).
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Dissenting Shares Amount means the product, expressed as a dollar amount, of the number of Dissenting Shares multiplied by the Per Share Purchase Price.
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Related to Dissenting Shares Amount

  • Dissenting Share has the meaning set forth in Section 2.6 below.

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

  • Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

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

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

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

  • Shares Amount means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner times the Conversion Factor; provided, however, that, if the Parent issues to holders of Shares securities, rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the “rights”), then the Shares Amount shall also include such rights that a holder of that number of Shares would be entitled to receive unless the Partnership issues corresponding rights to holders of Partnership Units.

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

  • Dissenting Holder means any Shareholder who has duly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Appraisal Shares has the meaning set forth in Section 4.2(h).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • 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.

  • Dissenters’ Shares has the meaning set forth in Section 4.07.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Excluded Shares means the (a) Common Shares owned by Parent, Merger Sub or any other Wholly Owned Subsidiary of Parent, the Company or any Wholly Owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (b) Dissenting Shares.

  • Net Share Amount For any Exercise Date, a number of Shares, as calculated by the Calculation Agent, equal to (x) the product of (i) the number of Warrants being exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) the excess, if any, of the Relevant Price for the Valuation Date occurring on such Exercise Date over the Strike Price (such product, the “Net Share Settlement Amount”), divided by (y) such Relevant Price.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Shares means the common shares in the capital of the Company;

  • Per Share Amount is defined in Section 1.1

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).