Holdings Effective Time definition

Holdings Effective Time means the date and time on which the Certificate of Merger is so filed.
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Holdings Effective Time shall have the meaning set forth in Section 2.3 hereof.
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Holdings Effective Time means the date and time on which the Holdings Merger is effected.
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More Definitions of Holdings Effective Time

Holdings Effective Time shall have the meaning set forth in Section 2.3 hereof. "Holdings Material Adverse Effect" shall mean a material adverse effect on the business, results of operation or financial condition of Holdings and its subsidiaries, taken as a whole. "Holdings Merger" shall have the meaning set forth in the recitals hereof. "Holdings SEC Reports" shall have the meaning set forth in Section 4.7(a) hereof. "Holdings Shares" shall have the meaning set forth in Section 4.2(a). "HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. "Indebtedness" of any Person at any date shall include (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien (as hereinafter defined) on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all direct or indirect guarantees of any of the foregoing for the benefit of another Person. "Indemnifying Party" shall have the meaning set forth in Section 9.2(c) hereof.
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Related to Holdings Effective Time

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

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

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

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

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

  • Stochastic effect means a health effect that occurs randomly and for which the probability of the effect occurring, rather than its severity, is assumed to be a linear function of dose without threshold. Hereditary effects and cancer incidence are examples of stochastic effects. For purposes of these rules, “probabilistic effect” is an equivalent term.

  • Merger Agreement has the meaning set forth in the Recitals.

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

  • Topco has the meaning set forth in the Preamble.

  • 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.

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

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

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

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • 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.

  • 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.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Nonstochastic effect means a health effect, the severity of which varies with the dose and for which a threshold is believed to exist. Radiation-induced cataract formation is an example of a nonstochastic effect. For purposes of these regulations, "deterministic effect" is an equivalent term.

  • Effective TBD means that the date is to be determined by further Commission action. A date listed as "anticipated effective" may be subject to change. An Advice Letter Supplement is not a new filing, and there is no protest period unless indicated.

  • Change of Recommendation has the meaning set forth in Section 6.3(d).

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

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

  • 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.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

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