Final Effective Time definition

Final Effective Time has the meaning set forth in Section 2.3(d).
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Final Effective Time has the meaning given in the Agreement and Plan of Merger;
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Final Effective Time has the meaning set forth in Section 1.01(c).
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Examples of Final Effective Time in a sentence

  • At the Final Effective Time, the First Step Surviving Corporation shall merge with and into Second Merger Sub in accordance with the DGCL, the separate corporate existence of the First Step Surviving Corporation shall cease, and Second Merger Sub shall be the surviving corporation and shall continue to be governed by the DGCL.

  • Unless otherwise determined by Parent prior to the Final Effective Time, the directors of Second Merger Sub immediately prior to the Effective Time shall be the directors of the Final Surviving Corporation immediately after the Final Effective Time, each to hold the office of a director of the Final Surviving Corporation in accordance with the provisions of the DGCL and the certificate of incorporation and bylaws of Final Surviving Corporation until his or her successor is duly elected and qualified.

  • Unless otherwise determined by Parent prior to the Final Effective Time, the officers of Second Merger Sub immediately prior to the Effective Time shall be the officers of the Final Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the provisions of the bylaws of the Final Surviving Corporation.

  • Parent shall cause the Parent Shares to be issued in the Second-Step Merger to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the Final Effective Time.

  • No dividends or other distributions with respect to Parent Shares with a record date after the Final Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to any Parent Shares that the holder thereof has the right to receive upon the surrender thereof until the holder of such Certificate or Book-Entry Share shall surrender such Certificate or Book-Entry Share in accordance with this Article II.

  • The officers of Merger Sub in office immediately prior to the Final Effective Time shall be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

  • At the Initial Effective Time and the Final Effective Time, respectively, the effects of the Mergers shall be as set forth in this Agreement, the Certificates of Merger and in the relevant provisions of the Delaware Laws.

  • The directors of Merger Sub in office immediately prior to the Final Effective Time shall be the directors of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • All Intermediate Company Shares that are owned by the Intermediate Company as treasury shares and any Intermediate Company Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Final Effective Time shall be canceled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

  • This Article VIII and the agreements of the Company, Flagstone Bermuda, Parent and Merger Sub contained in Article II and Section 5.08 shall survive the Final Effective Time.

Related to Final Effective Time

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

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

  • PAL effective date generally means the date of issuance of the PAL permit. However, the PAL effective date for an increased PAL is the date any emissions unit that is part of the PAL major modification becomes operational and begins to emit the PAL pollutant.

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

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

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

  • Original Effective Date means the Effective Date under, and as defined in, the Original Credit Agreement.

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

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

  • Initial Effective Date means the date that the Initial Registration Statement has been declared effective by the SEC.

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

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

  • Incremental Effective Date has the meaning specified in Section 2.15(c).

  • Removal Effective Date has the meaning specified in Section 9.06(b).

  • PAL effective period means the period beginning with the PAL effective date and ending 10 years later.

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

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

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Target Effective Date has the meaning specified in Section 2.01(a).

  • Transfer Effective Date shall have the meaning set forth in each Commitment Transfer Supplement.

  • 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.

  • Amendment No. 4 Effective Date has the meaning assigned to such term in Amendment No. 4.

  • Amendment No. 5 Effective Date has the meaning set forth in Amendment No. 5.

  • Amendment No. 7 Effective Date has the meaning assigned to such term in Amendment No. 7.

  • IPO Effective Date means the date upon which the Securities and Exchange Commission declares the initial public offering of the Company's common stock as effective.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.