Dissenting Stock definition

Dissenting Stock has the meaning set out in Section 2.3;
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Dissenting Stock means any shares of Company Common Stock held by a Dissenting Stockholder as of the Effective Time who has not voted such Company Common Stock in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been perfected under Section 262(d) of the DGCL and not withdrawn as of the Effective Time.
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Dissenting Stock means any share of Target Stock held of record by any stockholder or represented by any option or warrant held of record by any person who or which has properly exercised his, her or its appraisal rights under the Delaware General Corporation Law.
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Examples of Dissenting Stock in a sentence

  • At the Effective Time, the Dissenting Stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Dissenting Stock will cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Subchapter H.

  • Until so surrendered and exchanged, each certificate which immediately prior to the Effective Date represented outstanding shares of the Common Stock (other than Dissenting Stock and shares of Common Stock owned by the Acquiror or Newco) shall represent solely the right to receive the cash into which the Common Stock it theretofore represented shall have been converted pursuant to Section 3.1(a), subject to any required withholding of taxes.

  • The number of shares of Dissenting Stock shall not exceed 8% of the outstanding shares of Company Common Stock immediately prior to the Effective Time.

  • If, after the Effective Date, certificates previously representing shares of Common Stock are presented to the Surviving Corporation or the Paying Agent (as defined in Section 3.3), they shall be canceled and exchanged for cash as provided in Section 3.1(a), subject to applicable law in the case of Dissenting Stock.

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  • Dissenting Stock shall not be converted into or represent the right to receive any Merger Consideration unless the Dissenting Stockholder holding particular shares of Dissenting Stock has failed to perfect his, her or its right to appraisal under the DGCL in respect of such shares or has properly withdrawn his, her or its demand for appraisal in respect of such shares.

  • Holders of no more than 5% of the outstanding shares of Highland Common Stock shall have given notice requesting that their shares of Highland Common Stock be treated as Dissenting Stock.

  • Parent and Merger Sub agree that payments to any holder of Dissenting Stock as a result of such holder’s exercise of appraisal rights pursuant to Section 262 of the DGCL shall be made from the assets of the Surviving Corporation and not from the assets of Parent or assets provided by Parent.

  • Except as otherwise provided in Section 2.07 and other than shares of Dissenting Stock, each share of the Company’s common stock, having no par value per share (the “Common Stock”), issued and outstanding immediately before the Effective Time shall be converted into the right to receive (without interest) in cash a share of the Merger Consideration equal to (i) the total Merger Consideration, divided by (ii) the total number of outstanding shares as of the Effective Time.

  • If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Stock shall thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon.


More Definitions of Dissenting Stock

Dissenting Stock means the Company Stock which is held by stockholders who have properly complied with the provisions of Section 262 of the DGCL with respect to appraisal rights.
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Dissenting Stock means as defined in Section 2.4.
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Dissenting Stock has the meaning set forth in Section 2.10.
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Related to Dissenting Stock

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

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

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

  • 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 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;

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

  • 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;

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

  • Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

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

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

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

  • 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.

  • CGCL means the California General Corporation Law.

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

  • MBCA means the Minnesota Business Corporation Act.

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

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • 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.

  • FBCA means the Florida Business Corporation Act.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

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