Company Effective Time definition

Company Effective Time means the date and time on which the Certificate of Merger is so filed.
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Company Effective Time shall have the meaning ascribed to it in Section 2.3.
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Company Effective Time means (i) if the Company has advised you that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if the Company has advised you that it proposes to file a post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such post-effective amendment is declared effective by the Commission. "Company Effective Date" means the date of the Company Effective Time. Such registration statement, as amended at the Company Effective Time, including all material incorporated by reference therein and including all information (if any) deemed to be a part of such registration statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is hereinafter referred to as the "Company Registration Statement" and the form of prospectus, including the prospectus supplement, relating to the SAILS, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Act, including all material incorporated by reference in such prospectus, is hereinafter referred to as the "Company Prospectus". Copies of such registration statement and amendments and of each related preliminary prospectus and prospectus supplement ("Preliminary Company Prospectuses") have been delivered to the Underwriters.
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Examples of Company Effective Time in a sentence

  • The officers of the Company at the Company Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Company Effective Time until their respective successors are duly elected or appointed and qualifies in the manner provided in the Certificate of Incorporation and by-laws of the Surviving Corporation, or as otherwise provided by Law.

  • Laser shall prepare and submit to the NYSE a listing application covering the Laser Shares to be issued in connection with the Company Merger, and shall use its reasonable best efforts to obtain, prior to the Company Effective Time, approval for the listing of such Laser Shares, subject to official notice of issuance.

  • From and after the Company Effective Time, the by-laws of Merger Sub as in effect at the Company Effective Time shall be the by-laws of the Surviving Corporation until amended as provided by the DGCL, the Certificate of Incorporation and the terms thereof.

  • Notwithstanding Section 3.1(a) hereof, at the Company Effective Time all shares of Company Common Stock held by Worldwide or Holdings shall remain outstanding and unchanged as a result of the Company Merger.

  • From the date hereof to the Company Effective Time, Merger Sub shall not (i) engage in any activities of any nature, (ii) acquire any assets, or (iii) incur any indebtedness or assume any liabilities or obligations, in each case, except as provided in or contemplated by this Agreement.

  • At the Company Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made.

  • Any portion of the Exchange Fund which remains undistributed to the holders of the Company Common Stock for six (6) months after the Company Effective Time shall be delivered to Laser, upon demand, and any holders of the Company Common Stock who have not theretofore complied with this Article III shall thereafter look only to Laser for payment of their claim for the shares of Laser Common Stock and cash and dividends or other distributions, if any, pursuant to this Article III.

  • Upon the terms and subject to the conditions set forth herein, and in accordance with the DGCL, at the Company Effective Time, Merger Sub shall be merged with and into the Company.

  • This Section 10.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Company Effective Time.

  • Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Company Effective Time shall be cancelled and retired and cease to exist.


More Definitions of Company Effective Time

Company Effective Time has the meaning given to such term in the Business Combination Agreement.
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Company Effective Time means with respect to the initial Company registration statement or, if filed prior to the execution and delivery of this Agreement, the additional Company registration statement (i) if the Company has advised you that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective pursuant to Rule 462(c), or (ii) if the Company has advised you that it proposes to file a post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such post-effective amendment is declared effective by the Commission or has become effective pursuant to Rule 462(c). If an additional Company registration statement has not been filed prior to the execution and
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Related to Company Effective Time

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • First Effective Time has the meaning specified in Section 2.02.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Effective Date means the date on which the Merger is consummated.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • SEC Effective Date means the date the Registration Statement is declared effective by the Commission.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Required Effective Date means the relevant Initial Required Effective Date or Increased Required Effective Date (as those terms are defined below).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.