Effective Time of Merger II definition

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

Effective Time of Merger II. Section 2.2 “ERISA” Section 4.10(a) “ERISA Affiliate” Section 4.10(a) “Exclusivity Period” Section 7.4 “Fairness Approval” Section 7.6

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

Examples of Effective Time of Merger II in a sentence

• Merger Sub II has not conducted any business prior to the date hereof and has no, and prior to the Effective Time of Merger II will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Merger II 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 II, the fair market value of the assets of Company transferred to Merger Sub II will exceed the sum of the liabilities assumed by Merger Sub II plus the amount of liabilities, if any, to which the transferred assets are subject.

• The directors and officers of Surviving Corporation II immediately after the Effective Time of Merger II shall be the respective individuals who are directors and officers of Surviving Corporation I immediately prior to the Effective Time of Merger II.

• From and after the Effective Time of Merger II, until successors are duly elected or appointed in accordance with applicable Law (or their earlier resignation or removal), the directors and officers of the Parent shall be the managers and officers of the Surviving Company.

• Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of Merger II all the property, rights, privileges, powers and franchises of Surviving Corporation I and Merger Sub II shall vest in Surviving Corporation II, and all debts, liabilities, obligations, restrictions, disabilities and duties of Surviving Corporation I and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of Surviving Corporation II.

• If, at any time after the Effective Time of Merger II, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Entity with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub I, the officers and directors of the Company and Merger Subs will take all such lawful and necessary or desirable action.

• Except as provided herein, all persons who are employees of AirPatrol immediately prior to the Closing Date shall be deemed “at-will” employees of (x) Surviving Corporation I from and after the Effective Time of Merger I and (y) Surviving Corporation II from and after the Effective Time of Merger II.

• The initial officers of the Surviving Corporation shall be the officers of Merger Sub II immediately prior to the Effective Time of Merger II, until their respective successors are duly appointed.

• At the Effective Time of Merger II, the effect of Merger II shall be as provided in this Agreement, the Certificate of Merger II and the applicable provisions of the DGCL.

More Definitions of Effective Time of Merger II

Effective Time of Merger II means the time at which a properly executed agreement of merger effecting Merger II conforming to the requirements of the applicable provisions of California Law is filed with the Secretary of State of the State of California.

Effective Time of Merger II means 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.

Effective Time of Merger II. Section 1.2 “EIRs” Section 2.10(c)

Effective Time of Merger II means 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.