Parent Effective Time definition

Parent Effective Time has the meaning set forth in Section 2.4 hereof.
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Parent Effective Time means the date and time of the filing of the last of the Parent Agreements of Merger with the Secretary of State of the State of North Carolina, the Secretary of State of the State of California and with each other Governmental Authority as may be required under Applicable Law (or such later time as may be agreed upon by each of the parties and specified in the Parent Agreements of Merger) and the term “Subsidiary Effective Time” means the date and time of the filing of the last of the Subsidiary Agreements of Merger with the Secretary of State of the State of California and with each other Governmental Authority as may be required under Applicable Law (or such later time as may be agreed upon by each of the parties and specified in the Subsidiary Agreements of Merger).
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Parent Effective Time is defined in Section 2.8.
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Examples of Parent Effective Time in a sentence

  • Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Parent Merger Sub will merge with and into Parent at the Parent Effective Time.

  • As of the Parent Effective Time, each Assumed Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below.

  • On or after the Parent Effective Time, any Company Certificates presented to the Exchange Agent or the Purchaser for any reason shall be converted into the right to receive Parent Merger Consideration and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.6(c), in each case, without any interest thereon.

  • WBNA has full corporate power and authority to execute and deliver the Bank Plan of Merger and to perform its obligations thereunder, and, prior to the Parent Effective Time, the execution, delivery and performance of the Bank Plan of Merger by WBNA will be duly authorized by all necessary corporate action on the part of WBNA, including the approval of its sole shareholder.

  • If, at any time prior to the Parent Effective Time or the Subsidiary Effective Time, any event or circumstance relating to the Company, WFB or WFS, or their respective officers or directors, should be discovered by the Company, WFB or WFS which, pursuant to the Securities Act or the Exchange Act, should be set forth in an amendment or a supplement to the Registration Statement or Disclosure Document, the Company, WFB and WFS shall promptly inform the Purchaser thereof.

  • At the Parent Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company.

  • The Parent Surviving Corporation may, at any time after the Parent Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either the Company or the Purchaser in order to carry out and effectuate the transactions contemplated by this Agreement.

  • From and after the Parent Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Parent Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided in this Agreement or by Applicable Law.

  • The Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Purchaser on or prior to the Parent Effective Time, and the Company and WFS shall have received a certificate to such effect signed by the Chief Financial Officer of the Purchaser.

  • Without limiting the generality of the foregoing, and subject thereto, at the Parent Effective Time all property, rights, powers, privileges and franchises of the Company shall vest in the Purchaser as the Parent Surviving Corporation, and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Parent Surviving Corporation.


More Definitions of Parent Effective Time

Parent Effective Time means the time and date of the filing of a properly executed certificate of
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Parent Effective Time means the time and date of the filing of a properly executed certificate of merger relating to the Parent Merger with the Secretary of State of the State of Delaware (or such subsequent time and date as is set forth in said certificate of merger). Unless this Agreement shall have been terminated and the transactions contemplated herein shall have been abandoned, and subject to the satisfaction or waiver of the conditions set forth in ARTICLE 6, the closing of the Company Merger (the "CLOSING") will take place at a time and on a date (the "CLOSING DATE") to be specified by the parties, which shall be no later than the second business day after satisfaction or valid waiver of the latest to occur of the conditions set forth in ARTICLE 6.
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Related to Parent Effective Time

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

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

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

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

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

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

  • First Restatement Effective Date means the “Restatement Effective Date” as defined in the First Amendment Agreement.

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

  • Restatement Effective Date means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

  • Settlement Effective Date means the date on which the Final Order is Final, provided that by such date the Settlement has not been terminated in accordance with Article 11.

  • Agreement Effective Date means the date on which the conditions set forth in Section 2 have been satisfied or waived by the appropriate Party or Parties in accordance with this Agreement.

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

  • 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.

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

  • Contract Effective Date means the date agreed upon by the parties for beginning the period of performance under the contract. In no case shall the effective date precede the date on which the contracting officer or designated higher approval authority signs the document.

  • Second Restatement Effective Date has the meaning specified in the Second Amendment Agreement.

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

  • Amendment Effective Date has the meaning set forth in the Amendment Agreement.

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

  • Agreement Effective Period means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable to that Party.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Significant Effect under clause 10.3 above includes termination of employment (including redundancy), major changes in the composition, operation or size of the Employer’s workforce or in the skills required, the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; changes to safety and/or management systems, any changes to employment practices that result in privacy concerns for employees such as implementation of electronic inductions and/or access systems; the need for retraining or transfer of Employees to other work areas or locations and the restructuring of jobs.

  • Merger Sub has the meaning set forth in the Preamble.

  • Assignment Effective Date as defined in Section 10.6(b).