Blocker Effective Time definition

Blocker Effective Time means the time of filing of the certificates of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and mutually agreed by the parties, for the Blocker Mergers, or such later time as may be agreed by the parties and specified in such certificate of merger for consummation of the Blocker Mergers.

Blocker Effective Time is defined in the Business Combination Agreement and, for the avoidance of doubt, occurred prior to the LLCA Effective Time.

Blocker Effective Time is defined in the Business Combination Agreement.

Examples of Blocker Effective Time in a sentence

• The aggregate of all limited liability company interests of Merger Sub C issued and outstanding immediately prior to the Blocker Effective Time shall remain outstanding as the Surviving Blocker LLC Interests.

• The Blocker Effective Time shall occur prior to the Knight Effective Time and the GETCO Effective Time, and shall be followed by the Knight Effective Time, which shall be followed by the GETCO Effective Time.

• Notwithstanding any other provision of this Agreement, the number of whole Warrants to which each holder will receive (after taking into account all Blocker Units or GETCO Units owned by such holder at the GETCO Effective Time or the Blocker Effective Time) shall be rounded to the nearest Warrant, so as to prevent the issuance of any fractional Warrants.

• Upon the terms and subject to the conditions set forth in this Agreement, at the Blocker Effective Time (as defined in Section 1.5), Blocker shall be merged with and into Merger Sub C in accordance with the Delaware Limited Liability Company Act (“DLLCA”).

• At and after the Blocker Effective Time, the Knight Effective Time, and the GETCO Effective Times, as applicable, the Mergers shall have the effects set forth in the DGCL and the DLLCA, as applicable.

• As of the Blocker Effective Time, the separate corporate existence of Blocker shall cease.

• At the Blocker Effective Time, by virtue of the Blocker Mergers and without any action on the part of the Blocker Merger Subs or HTP, the certificate of formation of Blocker Merger Sub I and Blocker Merger Sub II shall become the certificate of formation of Surviving Pacer Corp.

• On the Closing Date prior to the First Step Blocker Effective Time, Acquiror shall cause the Domestication to occur.

• Immediately after the Omnitracs 1 Blocker Effective Time, the board of directors and officers of the Surviving Omnitracs 1 Blocker Entity shall be the board of directors and officers of Merger Sub 2 immediately prior to the Omnitracs 1 Blocker Effective Time.

• Immediately after the Omnitracs 2 Blocker Effective Time, the board of directors and officers of the Surviving Omnitracs 2 Blocker Entity shall be the board of directors and officers of Merger Sub 3 immediately prior to the Omnitracs 2 Blocker Effective Time.

More Definitions of Blocker Effective Time

Blocker Effective Time shall be the time at which a certificate of merger, in proper form and duly executed, reflecting the applicable Blocker Merger (each, a “Blocker Certificate of Merger”) pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”) is filed with and accepted by the Secretary of State of the State of Delaware. The “Effective Time” shall be the time at which a certificate of merger in proper form and duly executed, reflecting the Merger (the “Certificate of Merger”) pursuant to Section 209 of the Limited Liability Company Act of the State of Delaware (the “DLLCA”) is filed with and accepted by the Secretary of State of the State of Delaware. The Blocker Mergers shall have the effects set forth herein and in the applicable provisions of the DGCL. The Merger shall have the effects set forth herein and in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at each Blocker Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of each Blocker and each Blocker Mergersub shall vest in the applicable Surviving Blocker Company, and all debts, liabilities and duties of each applicable Blocker and applicable Blocker Mergersub shall become the debts, liabilities and duties of the applicable Surviving Blocker Company. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of the Company and the Acquisition Subsidiary shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Acquisition Subsidiary shall become the debts, liabilities and duties of the Surviving Company. The Parent, the Company, each Blocker, each Blocker Holder and each Blocker Mergersub, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the applicable Blocker Merger in accordance with the DGCL at the applicable Blocker Effective Time. The Parent, the Company and the Acquisition Subsidiary, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the DLLCA at the Effective Time. If at any time after any Blocker Effective Time or the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the applicable Survivi...

Blocker Effective Time shall have the meaning set forth in Section 1.03(a).

Blocker Effective Time shall have the meaning set forth in the Blocker Transaction Agreement.

Blocker Effective Time has the meaning set forth in Section 2.3.