Examples of Applicable Effective Time in a sentence
Royale shall provide the Partners with prompt written notice (which notice may be provided to Matrix on behalf of the Partners) of any demands which they receive for appraisal of any of their outstanding Shares in connection with the Mergers, any withdrawal of any such demand and any other demand, notice or instrument delivered to them prior to the Applicable Effective Time pursuant to the CCC that relates to such demand.
Notwithstanding anything in this Agreement to the contrary, each party agrees that it does not waive the duty of “utmost good faith” or any similar principle relating to the conduct of the parties after the Applicable Effective Time.
For the avoidance of doubt, if the Applicable Effective Time occurs prior to any record date in respect of a dividend or other distribution declared by the Nova I Board or the Nova II Board, no holder shall have any right to any such dividend or other distribution in respect of the Nova I Common Stock or the Nova II Common Stock, all such rights shall be extinguished at the Applicable Effective Time and any such declared dividend or other distribution shall no longer be due and payable.
Until surrendered as contemplated by this Section 3.03, each Old Certificate shall be deemed at any time after the Applicable Effective Time to represent only the right to receive, upon surrender, the Merger Consideration or the Preferred Merger Consideration, as applicable, and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 3.03.
This Agreement shall become effective as of the Applicable Effective Time when each party hereto shall have received a counterpart hereof signed by the other party hereto.
Notwithstanding anything to the contrary in this Agreement, each of the parties acknowledges and agrees that it shall have no right hereunder or pursuant to Applicable Law to offset any amounts due or owing (or to become due or owing) following the Applicable Effective Time to the other party under this Agreement against any amounts due or owing by such other party or any of its Affiliates under any other agreement, contract or understanding.
Any undisputed debits or credits incurred on and after the Applicable Effective Time in favor of or against either the Ceding Company or the Reinsurer with respect to this Agreement between the parties are deemed mutual debits or credits, as the case may be, and, to the extent permitted under Applicable Law, shall be set off and recouped, and only the net balance shall be allowed or paid.
From and after the Applicable Effective Time, the Ceding Company shall be entitled to an expense allowance (the “Expense Allowance”), which Expense Allowance shall be paid to the Ceding Company pursuant to Section 5.03 and calculated in accordance with the formula set forth on Schedule 5.05.
From and after the Applicable Effective Time, the Reinsurer shall indemnify the Ceding Company, in accordance with the terms and conditions of, and subject to the limitations of, this Agreement, for all Reinsured Liabilities incurred before, at or after the Applicable Effective Time.
To the extent any Assets of any Reorganizing Pillar Fund are, for any reason, not transferred to its Corresponding Galaxy Fund at the Applicable Effective Time of the Reorganization with respect to such funds, Pillar shall cause such Assets to be transferred in accordance with this Agreement at the earliest practicable date thereafter.