Dissenting owner definition

Dissenting owner means an owner of an ownership interest in a domestic entity subject to dissenters’ rights who:
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Dissenting owner means an owner of an ownership interest in a domestic entity subject to dissenters’ rights who: (A) provides notice under Section 10.356; and (B) complies with the requirements for perfecting that owner’s right to dissent under this subchapter. (2) “Responsible organization” means: (A) the organization responsible for: (i) the provision of notices under this subchapter; and (ii) the primary obligation of paying the fair value for an ownership interest held by a dissenting owner; (B) with respect to a merger or conversion: (i) for matters occurring before the merger or conversion, the organization that is merging or converting; and (ii) for matters occurring after the merger or conversion, the surviving or new organization that is primarily obligated for the payment of the fair value of the dissenting owner’s ownership interest in the merger or conversion; (C) with respect to an interest exchange, the organization the ownership interests of which are being acquired in the interest exchange; (D) with respect to the sale of all or substantially all of the assets of an organization, the organization the assets of which are to be transferred by sale or in another manner; and (E) with respect to an amendment to a domestic for-profit corporation’s certificate of formation described by Section 10.354(a)(1)(G), the corporation.
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Related to Dissenting owner

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • 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and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company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;

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

  • Dissenting Shareholders has the meaning set forth in Section 2.06.

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

  • Dissenting Holder means a registered holder of Shares as of the record date of the Meeting who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

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

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

  • 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 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 in all respects with, the provisions of Section 262.

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

  • CGCL means the California General Corporation Law.

  • Dissent Procedures has the meaning set out in Section 3.1;

  • Appraisal Subcommittee means the Appraisal Subcommittee of the Federal Financial Institutions Examination Council.

  • Balloting Agent means Kurtzman Carson Consultants LLC, in its capacity as notice and balloting agent for the Debtors.

  • Participating Class Member means a Class Member who does not submit a valid and timely Request for Exclusion from the Settlement.

  • Votes means the number of votes entitled to be cast generally in the election of Directors.

  • Vote ’ means one of the main segments into which a budget of a municipality is divided for the appropriation of funds for the different departments or functional areas of the municipality; and which specifies the total amount that is appropriated for the purposes of the department or functional area concerned.

  • Withdrawn Member means a Member whose interest in the Company has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Member.

  • Eligible Member means an employee who is enrolled in one of the designated benefits plans for which you offer participation in the wellness incentive program prior to the end of the first six months of the policy year and who remains enrolled in one of the designated benefits plans at the end of the policy year. Eligible Member also means the employee’s dependents to the extent that dependents are eligible to participate in the Blue Cross and Blue Shield wellness incentive program.) To qualify for a group wellness incentive award, you must meet the following program participation conditions: • You are a group eligible to offer the program as determined by Blue Cross and Blue Shield; and • You elect to offer the Blue Cross and Blue Shield wellness incentive program to your Members who are eligible to participate in the program at the start of your policy year and you continue the program for eligible Members through the end of the policy year; and • At least 20% of your Members who are eligible for the program must participate in the program during the policy year in which you offer the wellness incentive program; and • This Agreement is not be terminated before the end of the policy year in which you offer the wellness incentive program. When you offer a Blue Cross and Blue Shield wellness incentive program, Blue Cross and Blue Shield will determine if you qualify for a group incentive award within 90 days after the end of the policy year. Your group wellness incentive award will be calculated as a percentage of the total medical insurance premium you paid for the policy year for benefits plans for which you offer wellness incentive program participation, excluding any premium payments that are received by Blue Cross and Blue Shield after the end of the policy year. The percentage used to calculate your wellness incentive award will vary depending on how many of your eligible Members participate in the program during the policy year as follows: 1.25% when 20% to 49% of eligible Members participate; or 2.5% when 50% to 79% of eligible Members participate; or 7.5% when 80% to 100% of eligible Members participate. For the purpose of calculating your group wellness incentive award, an eligible Member who earns his or her individual maximum member wellness incentive payment in the policy year is considered to have participated in the program for that policy year. If you qualify for a group incentive award, Blue Cross and Blue Shield will issue the incentive amount to you (by means of a credit and/or a check) once the incentive amount has been calculated. You are solely responsible for determining whether you have any obligation to distribute all or part of your group wellness incentive award to your employees, or to credit a portion of your group wellness incentive award toward their benefits, or otherwise to notify them of your group wellness incentive award. You agree to indemnify and hold Blue Cross and Blue Shield harmless from any and all actions that may be brought against you or Blue Cross and Blue Shield due to your failure to provide any required distribution of, credit, or notification about, your group wellness incentive award to your employees.

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

  • MBCA means the Michigan Business Corporation Act.

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

  • Class Member means a member of the Class.

  • Election judge means a poll worker that is assigned to: