Exchange Effective Time definition

Exchange Effective Time has the meaning set forth in Section 8.01(g).
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Exchange Effective Time shall have the meaning given in the Recitals.
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Exchange Effective Time means 10:00 a.m. New York time on the Business Day prior to the Closing Date, which shall be the effective time of the contribution and exchange of the Company Ordinary Shares held by Parent and exchanged for Holdco Ordinary Shares, as contemplated under the Exchange Agreement.
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Examples of Exchange Effective Time in a sentence

  • At and after the Exchange Effective Time, each Parent Ordinary Share and Parent ADS issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding and shall not be affected by the Share Exchange.

  • This Agreement shall be effective as of the Mandatory Exchange Effective Time.

  • From and after the Mandatory Exchange Effective Time, there shall be no further registration of transfers on the stock transfer books of IAC of shares of IAC Series 1 Mandatorily Exchangeable Preferred Stock or IAC Series 2 Mandatorily Exchangeable Preferred Stock.

  • The Match Merger shall become effective immediately following the Mandatory Exchange Effective Time.

  • Except as expressly provided in this Agreement, nothing in this Agreement shall preclude IAC or any other IAC Entity, at any time after the Mandatory Exchange Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any IAC Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any IAC Benefit Plan.

  • Coverage following the Mandatory Exchange Effective Time shall be on the same basis as immediately prior to the Mandatory Exchange Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans.

  • The fees contemplated by this Section 4.1(a) shall be payable in advance each month (i.e., not later than the first day of any month during which coverage applies) during the H&W Continuation Period and shall be based on the prior month’s enrollment, with appropriate, subsequent adjustments in each succeeding month to reflect actual enrollment, consistent with the practices in effect prior to the Mandatory Exchange Effective Time.

  • Except as otherwise expressly provided herein, effective as of the Mandatory Exchange Effective Time, Match and each other Match Entity shall cease to be a Participating Company in any IAC Benefit Plan, and IAC and Match shall take all necessary action to effectuate such cessation as a Participating Company.

  • IAC will continue to maintain on behalf of Match Employees the health care reimbursement program, the transit and parking reimbursement program and the dependent care reimbursement program of the IAC Flexible Benefit Plan (all of such accounts, “IAC Flexible Benefit Plan”) for claims incurred on or prior to the Benefits Participation End Date on the same basis as immediately prior to the Mandatory Exchange Effective Time and in accordance with the terms of the IAC Flexible Benefit Plan.

  • This Agreement shall become effective immediately prior to the Mandatory Exchange Effective Time and shall supersede the Prior EMA at such time, subject to the consummation of the Separation Transactions.


More Definitions of Exchange Effective Time

Exchange Effective Time has the meaning set forth in Section 2.04(a)(i).
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Exchange Effective Time shall have the meaning set forth in Section 1.6(a).
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Exchange Effective Time means the time on which the issuance of the new Holdco Ordinary Shares and Holdco Redeemable B Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of the Company Ordinary Shares held by the Company Shareholders and exchanged for Holdco Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately following the Merger Effective Time.
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Exchange Effective Time means the time on which the issuance of the new Holdco Ordinary Shares and Holdco Redeemable B Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of Procaps Ordinary Shares held by Procaps Shareholders and exchanged for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares.
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Exchange Effective Time has the meaning specified in Section 2.02(g).
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Related to Exchange Effective Time

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

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

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

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

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

  • Exchange Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

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

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

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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.

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

  • Exchange Event means with respect to any Global Registered Receipt:

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1 hereof.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.