Dissenting Stockholders definition

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

Dissenting Stockholders means the holders of record of Common Shares or Preferred Shares issued and outstanding immediately prior to the Effective Time who did not vote in favor of the adoption of this Agreement, have validly demanded appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn or otherwise waived or lost such right to appraisal under Section 262 of the DGCL (such shares for which appraisal has been so validly demanded and the right thereto under Section 262 of the DGCL not effectively withdrawn or otherwise waived or lost, the “Dissenting Shares”).

Dissenting Stockholders has the meaning set forth in Section 1.9.

Examples of Dissenting Stockholders in a sentence

• Parent shall have the right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal.

• Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

• Each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights any Dissenting Stockholders may have pursuant to Section 4.2(f) with respect to any Excluded Shares that are Dissenting Shares.

• Each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights any Dissenting Stockholders may have pursuant to Section 4.2(g) with respect to any Excluded Shares that are Dissenting Shares.

• Illicit Connection Elimination Program - Each Highway Agency must develop and implement a program to detect and eliminate their illicit connections into the Highway Agency’s small MS4.

More Definitions of Dissenting Stockholders

Dissenting Stockholders means those Stockholders who hold Dissenting Shares.

Dissenting Stockholders has the meaning set forth in Section 1.2(d).

Dissenting Stockholders means holders of Company Capital Stock exercising appraisal rights pursuant to Section 262 of the DGCL.

Dissenting Stockholders has the meaning assigned thereto in Section 2.1(c).

Dissenting Stockholders shall have the meaning specified in Section 2.1 hereto.

Dissenting Stockholders has the meaning set forth in Section 4.1(a).

Dissenting Stockholders shall have the meaning ascribed thereto in Section 2.4(a) hereof.