SPAC Effective Time definition

SPAC Effective Time means the “effective time” for the business combination or similar transaction between the Company or VMD Corporation and the SPAC.
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SPAC Effective Time shall have the meaning set forth in Section ‎2.4(c).
Sample 1

Examples of SPAC Effective Time in a sentence

  • This Agreement shall automatically terminate upon the earliest to occur of (i) the SPAC Effective Time and (ii) the date on which the Reorganization Agreement is terminated for any reason in accordance with its terms.

  • As of the SPAC Effective Time, the SPAC Shares shall cease to be outstanding and shall cease to exist, and each holder of a certificate representing any such SPAC Shares or SPAC Shares held in book entry form shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section ‎3.2, the SPAC Merger Consideration.

  • All SPAC Shares that are owned by the SPAC, Second Merger Sub or any wholly owned subsidiary of the SPAC immediately prior to the SPAC Effective Time shall automatically be canceled, and no New Starship Common Stock or other consideration shall be delivered or deliverable in exchange therefor.

  • Each share of New Starship capital stock that is outstanding immediately prior to the SPAC Effective Time shall cease to be outstanding and shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

  • At the SPAC Effective Time, each share of common stock of Second Merger Sub shall be converted into one share of common stock of SPAC Surviving Sub, which shall constitute the only outstanding capital stock of SPAC Surviving Sub.

  • Each SPAC Share issued and outstanding immediately prior to the SPAC Effective Time (except for shares being cancelled pursuant to Section ‎3.2(a)) shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable shares of New Starship Common Stock equal to 1.00 (the “SPAC Exchange Ratio”) (such shares referred to collectively as the “SPAC Merger Consideration”).

Related to SPAC Effective Time

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

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

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

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

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

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

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

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

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

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

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

  • 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.

  • 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.

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

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

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

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

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • 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.

  • PAL effective date generally means the date of issuance of the PAL permit. However, the PAL effective date for an increased PAL is the date any emissions unit that is part of the PAL major modification becomes operational and begins to emit the PAL pollutant.

  • Amendment No. 4 Effective Date has the meaning assigned to such term in Amendment No. 4.

  • 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.