Examples of Reorganization Effective Time in a sentence
Notwithstanding anything herein to the contrary, the following document, actions, and items shall, to the extent specified herein as occurring or taking effect as of the Reorganization Effective Time, be deemed to occur or take effect in the following order: (1) the ECH Consent; (2) the ECP LLC Agreement and the Enhanced PC LLC Agreement; (3) the documents, actions, and items set forth in Section 1, Section 2, and Section 3 hereof.
If the Reorganization Effective Time does not occur (i.e., the transactions contemplated by the SPA do not actually close), this Agreement will be null and void and will have no further force or effect.
At the Reorganization Effective Time, the Company, Canadian Holding and Computershare Trust Company of Canada (the “Exchangeable Shares Trustee”) will enter into an exchange trust agreement substantially in the form of Exhibit C hereto (the “Exchange Trust Agreement”) under which the Exchangeable Shares Trustee will be granted certain rights and will agree to certain obligations for the benefit of the holders of Exchangeable Shares.
At the Reorganization Effective Time, the Company and Canadian Holding shall issue to each Person whose certificates have been tendered certificates evidencing the number of shares of Company Common Stock and Exchangeable Shares held of record by such Person after giving effect to the Reorganization and the Stock Split.
As of the Reorganization Effective Time, the stock transfer books of Team shall be closed and there shall be no further registration of transfers on Team’s stock transfer books of the Team Common Shares formerly owned by the Team Converting Holders.
Subject to the terms and conditions of this Agreement and of the Agreement of Merger attached hereto as Exhibit A (the "Reorganization Agreement of Merger"), at the Reorganization Effective Time (as defined below), the Company shall be merged with and into Company Sub and the separate corporate existence of the Company shall thereupon cease.
At the Reorganization Effective Time (i) the certificate of incorporation of Team in effect at the Reorganization Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law and (ii) the by-laws of Team in effect immediately prior to the Reorganization Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with applicable Law.
Pursuant to Section 7.1 of USA’s Stockholders Agreement dated as of December 5, 2005 (“USA Stockholders Agreement”) and Section 8.1 of LAI’s Shareholders Agreement dated as of December 5, 2005 (“LAI Shareholders Agreement”), the USA Stockholders Agreement and LAI Shareholders Agreement, respectively, shall automatically terminate and shall not be of any force or effect thereafter, effective as of the Reorganization Effective Time.
The Company and each of the Participating Holders agree that, effective as of the Reorganization Effective Time, the Restated Registration Rights Agreement shall (i) supersede the Original Registration Rights Agreement, and (ii) govern the registration rights of the Participating Holders.
Upon the Reorganization Effective Time and as part of the Reorganization, but after giving effect to the transactions contemplated by Section 1.1(a), USA will repurchase each issued and outstanding share of USA Non-Participating Preferred Stock from the holders thereof for a per share purchase price equal to the Investment Value of such share.