In the event that a IMOS Dissenting Shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal such holder’s IMOS Dissenting Shares shall be cancelled and converted as of the Effective Time into the right to receive the Merger Consideration for each such IMOS Dissenting Share.
Dissenting Shares has the meaning set forth in Section 3.3.
Dissenting Share has the meaning set forth in Section 2.6 below.
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.
Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;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.
Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;
Dissenters’ Shares has the meaning set forth in Section 4.07.
Appraisal Shares has the meaning set forth in Section 4.2(h).
Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;
Dissenting Holder means any Shareholder who has duly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;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 Shares means the common shares in the capital of the Company;
Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;
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.
CGCL means the California General Corporation Law.
Merger Shares has the meaning set forth in Section 2.2(c).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
MBCA means the Minnesota Business Corporation Act.
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.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
IPO Shares means the shares of Common Stock issued in the Company’s IPO;
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;
Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.