Voting Expiration Time definition

Voting Expiration Time means the earliest to occur of (a) the Closing, (b) the valid termination of the Merger Agreement in accordance with its terms, (c) a Remainco Change in Recommendation, (d) any amendment to the Merger Agreement that decreases the Exchange Ratio without the prior written consent of Shareholder and (e) the day following the approval of the Distribution by the Required Remainco Shareholder Vote.
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Voting Expiration Time means the earlier of: (i) the time at which the Merger Agreement is validly terminated in accordance with its terms; (ii) the Effective Time; (iii) the time at which the effectiveness of any amendment to the Merger Agreement, as in effect as of the date hereof, reduces the Per Share Price or changes the form of consideration payable to Stockholder, without such Stockholder’s prior written consent; (iv) the time at which the Company’s board of directors withdraws or modifies, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation in accordance with Section 4.4 of the Merger Agreement; and (v) the time at which this Agreement is terminated by written agreement of Parent and Stockholder.
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Examples of Voting Expiration Time in a sentence

  • Until the Voting Expiration Time, at every meeting of Remainco’s shareholders (and at every adjournment or postponement thereof), Shareholder shall be represented in person or by proxy at such meeting (or cause the holders of record on any applicable record date to be represented in person or by proxy at such meeting) in order for the Covered Shares to be counted as present for purposes of establishing a quorum.

  • Until the Voting Expiration Time, no Restricted Stockholder may enter into a voting agreement or any other agreement that would interfere with its performance of obligations under the Voting Agreement.

  • This Agreement shall automatically terminate without further action by any of the parties hereto and shall have no further force or effect, without any further obligation or liability of either party, upon the earlier of the Voting Expiration Time and the mutual agreement of Parent and Stockholder; provided, however, that the provisions of Section 4 and this Section 6 shall survive any such termination.

  • The Shareholder hereby affirms that this irrevocable proxy is given in connection with the execution of this Agreement and the Merger Agreement, and further affirms that this irrevocable proxy is coupled with an interest in this Agreement for the term stated herein and may under no circumstances be revoked prior to the Voting Expiration Time.

Related to Voting Expiration Time

  • Warrant Expiration Date means 5:00 P.M. (New York time) on __________, 2001 or the Redemption Date as defined in Section 8, whichever is earlier; provided that if such date shall in the State of New York be a holiday or a day on which banks are authorized or required to close, then 5:00 P.M. (New York time) on the next following day which in the State of New York is not a holiday or a day on which banks are authorized or required to close. Upon notice to all warrantholders the Company shall have the right to extend the warrant expiration date.

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

  • L/C Expiration Date means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

  • Expiration Time has the meaning set forth in Section 3.

  • Stated Expiration Date has the meaning specified in Section 3.05(d).

  • Option Expiration Date means the last day of the maximum term of an Option.

  • Appointment Expiration Time has the meaning set forth in Section 3.7.

  • Offer Expiration Date has the meaning set forth in the definition of “Offer to Purchase.”

  • Initial Expiration Date is defined in Section 1.1(c) of the Agreement.

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

  • Term Expiration Date means the earlier of (i) the date that is thirty (30) years after the Term Commencement Date; provided that if such date occurs within an NFL Season or within thirty (30) days following an NFL Season, such date shall be automatically extended to the date that is thirty (30) days following the end of such NFL Season, as applicable, or (ii) the date on which the Stadium Lease is terminated pursuant to the express rights and terms of the Stadium Lease.

  • Cure Expiration Date has the meaning set forth in Section 8.04(a).

  • Lease Expiration Date means the later of (i) the date of the final payment in full of the French Advances and (ii) the Vehicle Lease Expiration Date for the last Lease Vehicle leased by the Lessee hereunder. The “Term” of this Agreement shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.

  • Release Expiration Date means the date that is twenty-one (21) days following the date upon which the Company timely delivers to Executive the Release (which shall occur no later than seven (7) days after the Date of Termination), or in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date.

  • Final Expiration Date shall have the meaning set forth in Section 7(a) hereof.

  • Date of Expiration means one year from the date of issuance of the medical cannabidiol registration card by the department of transportation.

  • Voting Period means the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Date.

  • Commitment Expiration Date means the date on which IHCDA’s commitment under the Program expires.

  • License expiration date means June 30 of even-numbered years.

  • Expiration Date shall have the meaning set forth in Section 7(a) hereof.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Lock-up Period means the period beginning on the date hereof and continuing through the close of trading on the date that is 90 days after the date of the Prospectus (as defined in the Underwriting Agreement).

  • Scheduled Expiration Date is defined in Schedule 1 to the Lease.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Voting Day means the final day on which the final vote is to be taken in an election and shall be Monday, October 24, 2022 with the close of voting to be at 8:00 pm.

  • Voting Deadline means the deadline for submitting Ballots to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code that is specified in the Disclosure Statement, the Ballots or related solicitation documents approved by the Bankruptcy Court.