TZ Canada Dissent Rights means the rights of dissent described in the Plan of Arrangement.
Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;
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.
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;
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Stock Option Plans has the meaning ascribed to it in Section 2.6(c).
Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.
Step-In Rights means the right of one party to assume an intervening position to satisfy all terms of an agreement in the event the other party fails to perform its obligations under the agreement.
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Sub-grant means a grant made or proposed to be made by the Recipient to a Beneficiary out of the proceeds of the Financing for the purpose of financing a Subproject; and “Sub-grants” means more than one such Sub-grant.
Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;
Excluded Stock means:
Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.
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.
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Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;
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.
Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Cancelled Shares has the meaning set forth in Section 3.1(a).
Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.