Transaction Effective Time definition

Transaction Effective Time means the time at which the Transaction Documents are unconditionally effective in accordance with their respective terms and the Scheme Consideration Distribution Date has occurred; provided, however, that for the avoidance of doubt, any Top-Up ADSs shall be distributed after the occurrence of the Transaction Effective Time, in accordance with the Restructuring Term Sheet.

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Transaction Effective Time means the time at which all of the Transaction Documents have become final, effective and/or unconditional (as applicable) in accordance with their terms.

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

Examples of Transaction Effective Time in a sentence

The date and time of the Closing shall be concurrent with the Transaction Effective Time, or at such other time or on such other date as parties hereto may mutually agree in writing (the “Closing Date”).
As of the Transaction Effective Time, by virtue of the Transaction Merger, each Company Option that is outstanding and unexercised immediately prior to the Transaction Effective Time, shall be assumed by the Purchaser and shall be converted into a right (an “Adjusted Option”) to acquire Purchaser Common Stock in accordance with this Section 2.8(d).
Prior to the Transaction Effective Time, the Company Stock Plan shall be amended, to the extent necessary, to reflect the transactions contemplated by this Section 2.8(d), including the conversion of the Company Options and the substitution of the Purchaser for the Company thereunder to the extent appropriate to effectuate the assumption of such Company Stock Plan by the Purchaser.
As of the Transaction Effective Time, except as provided in this Section 2.8(d), all rights under any Company Option and any provision of the Company Stock Plan providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled.
The Warrant Amendment shall be in effect as of the Transaction Effective Time.
At the Transaction Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub and the Company shall consummate the Transaction Merger, pursuant to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation.
At the Transaction Effective Time, the effect of the Transaction Merger shall be as provided in this Agreement, the Transaction Certificate of Merger and the applicable provisions of the DGCL.
At the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board the ten (10) directors of the Company immediately prior to the Transaction Effective Time and the two (2) persons that are either designated by the Purchaser prior to the Transaction Effective Time or by the INXB Representative after the Transaction Effective Time (the “INXB Directors”).
At the Transaction Effective Time, the Company Charter as in effect immediately prior to the Transaction Effective Time, shall cease and the Certificate of Incorporation and By-Laws of Merger Sub, as in effect immediately prior to the Transaction Effective Time, shall be the charter documents of the Transaction Surviving Corporation.
Each Company Stockholder shall also be entitled to receive a copy of the registration rights agreement with the Purchaser, effective as of the Transaction Effective Time, substantially in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), duly executed by the Purchaser, upon its delivery to the Exchange Agent of a duly executed counterpart to the Registration Rights Agreement.

More Definitions of Transaction Effective Time

Transaction Effective Time has the meaning set forth in Section 2.01. “Transaction Expenses” means, without duplication for items included in Current Liabilities or Indebtedness, (i) all fees and expenses incurred by the Acquired Companies at or prior to the Merger Effective Time in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Documents, and the performance and consummation of the Merger and the transactions contemplated hereby and thereby, including without limitation, the R&W Policy Expenses and all fees and expenses related to the services to be provided by the Escrow Agent, (ii) all change of control, severance, bonus, stock appreciation, phantom stock, or similar payments due by any Acquired Company to any Person, and other accelerations or increases in rights or benefits of any Acquired Company employees or independent contractors (whether payable or occurring prior to, on, or after the Merger Date), under any plan, agreement, or arrangement of any Acquired Company, which obligation, in each case, arises either on or before the Merger Date or in whole or in part as a result of the consummation of the Transactions, (iii) the Company’s portion of the costs related to obtaining the Tail Insurance pursuant to Section 5.06(b), and (iv) the Closing Employer Tax Amount. “Undisputed Amounts” has the meaning set forth in Section 2.17(c)(iii). “Vesting Class A Nonvoting Share” has the meaning set forth in Section 2.09(b).

Transaction Effective Time has the meaning given to this term in the RSA.