Dissenting SPAC Shares definition

Dissenting SPAC Shares means SPAC Shares that are (i) issued and outstanding immediately prior to the First Effective Time and (ii) held by SPAC Shareholders who have validly exercised their Cayman Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights).
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Dissenting SPAC Shares has the meaning specified in Section 2.09(g).
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Examples of Dissenting SPAC Shares in a sentence

  • At the hearing of such petition, the Cayman Court shall determine the fair value of the Dissenting SPAC Shares to be paid to each Dissenting SPAC Shareholder.

  • The SPAC Shares owned by any SPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall cease to be Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time, the right to receive the applicable Merger Consideration, without any interest thereon in accordance with Section 2.3(c).

  • If the Dissenting SPAC Shareholders do not agree with the fair value determined by the Vision Deal Board and file a petition with the Cayman Court for a determination of the fair value of the Dissenting SPAC Shares, the Cayman Court will determine the fair value of the Dissenting SPAC Shares as at the date of the EGM at which the Merger is approved.

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  • The SPAC Shares held by Dissenting SPAC Shareholders who fail to perfect in accordance with the prescribed statutory procedure or withdraw or otherwise lose their Appraisal Rights under the Cayman Companies Act will cease to be Dissenting SPAC Shares and will be deemed to have been converted into the right to receive newly issued Successor Company Shares immediately following the Effective Time pursuant to the Business Combination Agreement.

  • The SPAC Shares held by Dissenting SPAC Shareholders who fail to perfect in accordance with the prescribed statutory procedure or who effectively withdraw or otherwise lose their Appraisal Rights under the Cayman Companies Act will cease to be Dissenting SPAC Shares and will be deemed to have been converted into the right to receive newly issued Successor Company Shares upon the Merger becomes effective pursuant to the Business Combination Agreement.

  • Payment for Services performed pursuant to a Purchase Order issued hereunder shall be made in accordance with the terms specified in such Purchase Order.

  • If the Dissenting SPAC Shareholder does not agree with the Purchase Price Offer, Vision Deal or the Successor Company (as applicable) will, and the Dissenting SPAC Shareholder may, file a petition with the Grand Court of the Cayman Islands (the “ Cayman Court”) for a determination of the fair value of the Dissenting SPAC Shares of all Dissenting SPAC Shareholders.

Related to Dissenting SPAC Shares

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

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

  • 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;

  • 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.

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

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

  • 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.

  • 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.

  • Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

  • 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;

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

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

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

  • 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.

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

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

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • CGCL means the California General Corporation Law.

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.