Third Effective Time definition

Third Effective Time has the meaning set forth in the Recitals of this Agreement.
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Third Effective Time has the meaning set forth in Section 2.01(c).
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Third Effective Time means the time at which the Third Merger becomes effective.
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Examples of Third Effective Time in a sentence

  • The Rollover shall occur, with respect to the Ordinary Shares of the Second Surviving Company held by the Rollover Investor, conditioned upon the Third Closing and as of immediately prior to the Third Effective Time (the “Rollover Closing”).

  • At the Third Effective Time, the by-laws of the Company shall be amended in their entirety in the form attached hereto as Exhibit L-2 and, as so amended, shall be the by-laws of the Third Surviving Corporation until thereafter amended as provided by applicable Law, the terms of the certificate of incorporation of the Third Surviving Corporation and the terms of such by-laws.

  • Subject to, and conditioned upon the occurrence of and effective immediately after the Third Effective Time, the Vesting Founder Shares shall be unvested and subject to the restrictions set forth in this Sponsor Letter Agreement.

  • From and after the Third Effective Time, the effect of the Third Merger shall be as provided in this Agreement and the applicable provisions of the DGCL or the DLLCA, as the case may be.

  • Notwithstanding anything to the contrary in this Section 2.01(c), each of the First Effective Time, the Second Effective Time and the Third Effective Time shall occur on the Closing Date.

  • For the avoidance of doubt, the Company shall be under no obligation to effect any registration of Shares prior to the Third Effective Time.

  • The Certificate of Formation and limited liability company agreement of the Second Merger Subsidiary in effect immediately prior to the Third Effective Time shall be the Certificate of Formation and limited liability company agreement of the Third Merger Surviving Company as of the Third Effective Time.

  • The Parties shall, at all times during the period from the date hereof until the Third Effective Time: (a) take all requisite action such that, as of the Third Effective Time, New PubCo shall qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Securities Exchange; and (b) not take any action that would cause New PubCo to not qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Securities Exchange.

  • To the greatest extent permitted by Law, following the Third Effective Time, all such employees will be at-will employees of Parent and will not be guaranteed employment by Parent, the Third Surviving Entity or any of their Affiliates for any fixed term.

  • From and after the Third Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Legal Requirement and the Governing Documents of Newco Surviving Sub, the directors and officers of Newco Surviving Sub shall be the directors and officers of Newco immediately prior to the Third Effective Time.

Related to Third Effective Time

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

  • 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.

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

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

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

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

  • 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.

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

  • 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.

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

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

  • Parent Agreement has the meaning given to it in Clause 12;

  • 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.

  • Tenth Amendment Effective Date has the meaning assigned to such term in the Tenth Amendment.

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

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

  • Fifth Amendment Effective Date shall have the meaning provided in the Fifth Amendment.

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

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

  • Ninth Amendment Effective Date has the meaning set forth in Section 4 of the Ninth Amendment.

  • 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.

  • Eleventh Amendment Effective Date has the meaning set forth in Section 4 of the Eleventh Amendment.

  • 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.