If more than 5% of the Zodiac Shares become the subject of Zodiac Dissent Rights, the Arrangement may be terminated.
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 Share has the meaning set forth in Section 2.6 below.
Dissenting Shares has the meaning set forth in Section 3.3.
Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;
Dissenting Shareholders has the meaning set forth in Section 3.3.
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and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company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;
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Dissenting Stockholder has the meaning set forth in Section 2.7.
Dissenting Stockholders shall have the meaning set forth in Section 3.3.
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;
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
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 with, the provisions of Section 262 of the DGCL.
MBCA means the Michigan Business Corporation Act.
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.
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 RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.
CGCL means the California General Corporation Law.
Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.
Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.