Merger 1 Effective Time definition
Examples of Merger 1 Effective Time in a sentence
The term of this Agreement shall commence on the date hereof and shall terminate upon the earliest of (a) the mutual written agreement of the Stockholder and Parent, (b) the Merger 1 Effective Time, (c) a Company Adverse Recommendation Change, and (d) the termination of the Merger Agreement in accordance with its terms; provided that this Section 6 and Section 9 shall survive any termination of this Agreement.
Parent shall use its reasonable best efforts to effect, at or before the Merger 1 Effective Time, authorization for listing on the NYSE or such other exchange on which Parent Common Stock is then primarily traded, upon official notice of issuance, of the shares of Parent Common Stock to be issued pursuant to the Mergers.
The By-laws of EDI-Sub as in effect immediately prior to the Merger 1 Effective Time shall be the By-laws of Surviving Corporation 1 after the Merger 1 Effective Time, and thereafter may be amended in accordance with their terms and as provided by the Certificate of Incorporation of Surviving Corporation 1 and the DGCL.
The directors of EDI-Sub in office immediately prior to the Merger 1 Effective Time shall be the directors of Surviving Corporation 1 after the Merger 1 Effective Time, and such directors shall serve in accordance with the By-laws of Surviving Corporation 1 until their respective successors are duly elected or appointed and qualified.
At the Merger 1 Effective Time, the stock transfer books of Edisto shall be closed and no transfer of shares of Edisto Common Stock which were outstanding immediately prior to the Merger 1 Effective Time shall thereafter be made.
The term of this Agreement shall commence on the date hereof and shall terminate upon the earliest of (a) the mutual written agreement of the Stockholder and the Company, (b) the Merger 1 Effective Time, (c) a Parent Adverse Recommendation Change, and (d) the termination of the Merger Agreement in accordance with its terms; provided that this Section 6 and Section 9 shall survive any termination of this Agreement.
At and after the Merger 1 Effective Time, holders of Edisto Certificates shall cease to have any rights as stockholders of Edisto, except for the right to receive shares of Parent Common Stock and Merger 1 Cash Consideration pursuant to Section 4(a)(i) and the right to receive cash for payment of fractional shares pursuant to Section 4(e).
The Certificate of Incorporation of EDI-Sub as in effect immediately prior to the Merger 1 Effective Time shall be the Certificate of Incorporation of Surviving Corporation 1 after the Merger 1 Effective Time, and thereafter may be amended in accordance with its terms and as provided in the DGCL.
If, after the Merger 1 Effective Time, subject to the terms and conditions of this Agreement, Edisto Certificates formerly representing shares of Edisto Common Stock are presented to Parent, they shall be canceled and exchanged for shares of Parent Common Stock in accordance with this Section 4.
The officers of EDI-Sub in office immediately prior to the Merger 1 Effective Time shall be the officers of Surviving Corporation 1 after the Merger 1 Effective Time, and such officers shall serve in accordance with the By-laws of Surviving Corporation 1 until their respective successors are duly elected or appointed and qualified.