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;
Sample 1

Examples of Final Effective Time in a sentence

  • In addition, we have relied upon the accuracy and completeness, both initially and continuing as of the First-Step Effective Time and Final Effective Time, of certain statements, representations, covenants and agreements made by Validus, Flagstone, Flagstone Bermuda, and Merger Sub, including factual statements and representations set forth in officers’ certificates dated the date hereof from officers of Validus, Flagstone, Flagstone Bermuda, and Merger Sub (the “Representation Letters”).

  • 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.

  • 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.

  • 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.

  • Prior to the Final Effective Time and in consultation with Parent, the Company shall be permitted to take such steps as may be reasonably necessary or advisable to cause dispositions of Company or Intermediate Company equity securities (including derivative securities) pursuant to the Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

  • Until satisfaction of the applicable procedures contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed at any time after the Final Effective Time to represent only the right to receive the Merger Consideration and any dividends or other distributions such Certificate or Book-Entry Share is entitled to pursuant to this Article II pertaining to the Intermediate Company Shares formerly represented thereby as contemplated by this Article II.

  • Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Final Effective Time, will not have engaged in any business activities other than those relating to the Transactions.

  • Until the Final Effective Time, the information provided will be subject to the terms of the letter agreement dated as of March 7, 2012, by and between the Company and Parent (as amended from time to time, the “Parent Confidentiality Agreement”) and the letter agreement dated as of July 12, 2012, by and among the Company and Parent (as amended from time to time, together with the Parent Confidentiality Agreement, the “Confidentiality Agreements”).

  • Parent and Merger Sub collectively have and will have at the Final Effective Time sufficient funds to pay the aggregate Merger Consideration and Share Unit Consideration and any other amount required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses of Parent and Merger Sub.

  • 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.

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

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • 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).

  • 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.