Effective Time Holder definition

Effective Time Holder means a Company Shareholder as of immediately prior to the Effective Time.

Effective Time Holder means a Company Stockholder, Company Optionholder or Excluded Company Warrantholder as of immediately prior to the Effective Time (other than a holder of solely shares of Company Capital Stock which constitute and remain Dissenting Shares).

Effective Time Holder means each holder of Company Capital Stock as of immediately prior to the Effective Time, including Company Common Stock issuable upon exercise of Company Vested In-The-Money Options outstanding prior to the Effective Time that are exercised at the Closing with a Specified Loan.

Examples of Effective Time Holder in a sentence

• Notwithstanding anything in this Agreement to the contrary, neither Parent nor any other Person shall be liable to any Effective Time Holder or to any other Person for any amount paid to a public official pursuant to applicable abandoned property law, escheat law or similar applicable Legal Requirement.

• The amount of cash each Effective Time Holder is entitled to receive shall be rounded to the nearest cent, and computed after aggregating all cash amounts for all Company Shares held by such Effective Time Holder.

• The Securityholders’ Agent shall be entitled to: (i) rely upon the Merger Consideration Certificate, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Effective Time Holder or other party.

• The Representative shall have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other handling of all claims under this Article 12 and the Escrow Agreement and all rights or obligations arising under this Article 12 and the Escrow Agreement.

• The payment of any Escrow Cash in satisfaction of any indemnification obligations under Article 12 shall be made, with respect to each Effective Time Holder, first with Vested Acquiror Cash and then, if such cash is insufficient to satisfy such indemnification obligation and only to the extent of such insufficiency, shall such payment be made with Unvested Acquiror Cash.

More Definitions of Effective Time Holder

Effective Time Holder means (i) each holder of a Company Unit as of immediately prior to the Effective Time and (ii) each holder of a Company In-the-Money Vested Option.

Effective Time Holder means each holder of Company Shares as of immediately prior to the Effective Time that does not properly dissent from the merger under the DGCL and is otherwise entitled to receive consideration pursuant to Section 1.11 of this Agreement.

Effective Time Holder means (i) each holder of Company Capital Stock as of immediately prior to the Effective Time that does not perfect such holder’s appraisal rights under the DGCL and is otherwise entitled to receive consideration pursuant to Section 1.10 of this Agreement and (ii) each holder of Payout Options.

Effective Time Holder means (i) each Company Securityholder as of immediately prior to the Effective Time (other than a holder solely of shares of Company Capital Stock which constitute and remain Dissenting Shares and each Company Optionholder in respect of such holder's Assumed Options), and (ii) solely for the purposes of provisions involving an Effective Time Holder's interest in the Escrow Fund and the Expense Fund or responsibility for Transaction Expenses, and such holder's interest in the Escrow Fund and the Expense Fund (and other than that shall not be used for the purpose of indemnification obligations under Article VIII after distribution of the Escrow Cash and the Expense Fund), those individuals to be listed on the Spreadsheet pursuant to Section 5.9(j) (the "OTHER ESCROW PARTICIPANTS").

Effective Time Holder means (i) each holder of a Company Unit as of immediately prior to the Effective Time and

Effective Time Holder means a holder of Holdco Capital Stock (which for the avoidance of doubt includes holders of Holdco Common Stock that were issued upon the Conversion or that were issued upon exercise of the Holdco Options prior to the Effective Time), other than a holder of solely shares of Holdco Capital Stock which constitute and remain Dissenting Shares, as of immediately prior to the Effective Time.

Effective Time Holder means each Non-Dissenting Stockholder and each holder of unexercised Company Options immediately prior to the Effective Time.