Effective Time of Merger I definition

Effective Time of Merger I shall have the meaning set forth in Section 1.2.

Effective Time of Merger I means the time at which a properly executed Agreement of Merger for Merger I conforming to the requirements of the CGCL and the LLC Act is filed with the Secretary of State of the State of California.

Effective Time of Merger I means the time at which a properly executed certificate of merger for Merger I conforming to the requirements of the DGCL is filed with the Secretary of State of the State of Delaware. Effective Time of Merger II. “Effective Time of Merger II” shall mean the time at which a properly executed certificate of merger for Merger II conforming to the requirements of the DGCL is filed with the Secretary of State of the State of Delaware. Encumbrance. “Encumbrance” shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, option, right of first refusal, preemptive right or legal restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), with the exception of any mechanics’ liens arising in the ordinary course of business and consistent with past practice, any lien for current taxes not yet due and payable and any lien or encumbrance against any landlord’s or owner’s interest in any leased property.

Examples of Effective Time of Merger I in a sentence

• Each stock certificate of Merger Sub I evidencing ownership of any such shares shall, as of the Effective Time of Merger I, evidence ownership of such shares of Common Stock of Surviving Entity I.

• Merger Sub I has not conducted any business prior to the date hereof and has no, and prior to the Effective Time of Merger I will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Merger I and the other transactions contemplated by this Agreement.

• Merger Subs are entities newly formed for the purpose of participating in the Transaction, and at no time prior to the Effective Time of Merger I and the Effective Time of Merger II have had assets (other than nominal assets contributed upon the formation of Merger Subs, which assets will be held by the Merger Sub II following the Transaction) or business operations.

• At the Effective Time of Merger I (as defined in Section 1.3), and upon the terms and subject to the conditions set forth in this Agreement, Merger Sub I shall be merged with and into the Company, and the separate existence of Merger Sub I shall cease.

• No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time of Merger I.

• Each share of Common Stock, no par value per share, of Merger Sub I issued and outstanding immediately prior to the Effective Time of Merger I shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $0.001 par value, of Surviving Entity I.

• Subject to applicable law, promptly following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time of Merger I, if any, theretofore payable with respect to such whole shares of Parent Common Stock.

• We shall apply induction on |R| to show that (i) or (ii) holds wheneverF is such that O− is antisymmetric.

• The holders of Company Preferred Stock shall have taken all action necessary to convert each share of Preferred Stock into one share of Common Stock, effective as of immediately prior to the Effective Time of Merger I.

• At the Effective Time of Merger I, the fair market value of the assets of Company will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject.

More Definitions of Effective Time of Merger I

Effective Time of Merger I. Section 1.2

Effective Time of Merger I means the time at which a properly executed certificate of merger for Merger I conforming to the requirements of the DGCL is filed with the Secretary of State of the State of Delaware.