Written Consent Effective Time means 6:00 p.m., New York City time on November 26, 2018; provided, however, that if the Written Consent Effective Time falls during the Notice Period pursuant to Section 5.3(d)(i), then the Written Consent Effective Time shall automatically be extended to (if applicable), and all references to the Written Consent Effective Time shall refer to, the first calendar day after the last day of the Notice Period.
Written Consent Effective Time has the meaning set forth in the Recitals.
Written Consent Effective Time means 11:59 p.m., New York City time, on September 9, 2019; provided, however, that if the Written Consent Effective Time occurs during the Superior Proposal Notice Period, then the Written Consent Effective Time shall automatically be extended to, and all references to the Written Consent Effective Time shall refer to, the first calendar day after the last day of the Superior Proposal Notice Period (or, if applicable, the first calendar day after the last day of any Subsequent Superior Proposal Notice Period).
Examples of Written Consent Effective Time in a sentence
The Company has all requisite corporate power and authority to enter into this Agreement and, with receipt of the Requisite Stockholder Approvals in the form of the Stockholder Written Consent, each of which shall become effective at the Written Consent Effective Time, to consummate the Mergers and the other Transactions to which the Company is a party.
More Definitions of Written Consent Effective Time
Written Consent Effective Time means 12:01 a.m. (New York City time) on the 46th day after the date hereof; provided, however, in the event that (a) there shall have been a Potential Superior Proposal Determination (the applicable bidder, the “Eligible Bidder”) after the 15th day after the date hereof and (b) the Company Board shall have determined, in good faith, on the 45th day after the date hereof that (i) an Acquisition Proposal by such Eligible Bidder continues to constitute or could reasonably be expected to lead to a Superior Proposal, and (ii) the failure of the Company directors to continue to keep the opportunity open for the Eligible Bidder would be inconsistent with the directors’ fiduciary duties under applicable Law (an “Eligible Superior Proposal”), the Written Consent Effective Time shall instead mean 12:01 a.m. (New York City time) on the earlier of (i) the 61st day after the date hereof, and (ii) the 31st day after the latest date of any Potential Superior Proposal Determination with respect to an Eligible Superior Proposal; provided, further, in the event that the Written Consent Effective Time would, except for this proviso, occur during or on the first or second Business Day following any Notice Period, then the Written Consent Effective Time shall be extended until 11:59 p.m. (New York City time) on the first Business Day immediately following the final day of such Notice Period (for the avoidance of doubt, this proviso shall apply iteratively in the event additional Notice Periods are initiated prior to the Written Consent Effective Time).
Written Consent Effective Time means 6:00 p.m., New York City time on November 9, 2023; provided, however, that if the Written Consent Effective Time falls during the Notice Period pursuant to Section 5.04(b), then the Written Consent Effective Time shall automatically be extended to (if applicable), and all references to the Written Consent Effective Time shall refer to, the first calendar day after the last day of the Notice Period. Each of the following terms is defined in the Section set forth opposite such term: Term Section Agreement Preamble Alternative Acquisition Agreement Section 5.04(a) Antitrust Laws Section 3.04(b) Balance Sheet Date Section 3.10 Bankruptcy and Equity Exception Section 3.03(a) Book-Entry Shares Section 2.01(a)(i) CARES Act Annex I Certificate Section 2.01(a)(i) Certificate of Merger Section 1.02 Change of Company Recommendation Section 5.04(a) Closing Section 1.03 Closing Date Section 1.03 Company Preamble Company Benefit Plan Section 3.12(a) Company Board Recitals Company Bylaws Section 3.01(b) Company Charter Section 3.01(b) Company Common Stock Recitals Company Disclosure Letter Article III Company Employee Section 5.12(a) Company Financial Statements Section 3.06(b) Company Intellectual Property Section 3.18(a) Company Material Contract Section 3.19(b) Company Options Section 2.03(a) Company Permits Section 3.05(a) Company SEC Documents Section 3.06(a) Company Securities Section 3.02(c) Company Stockholders Section 2.04(a) Continuation Period Section 5.12(a) D&O Insurance Section 5.10(b) Dissenting Company Shares Section 2.04(a) DSU Award Section 2.03(c) DSU Payments Section 2.03(c) DTC Section 2.02(b)(ii) DTC Payment Section 2.02(b)(ii) Effect Annex I Effective Time Section 1.02 Equity Commitment Letter Section 4.07 Equity Commitment Party Section 4.07 Equity Financing Section 4.07 ERISA Section 3.12(a) Exchange Fund Section 2.02(a) Term Section FFCRA Annex I Import/Export Laws Section 3.22(a) Indemnified Liabilities Section 5.10(a) Indemnified Party Section 5.10(a) Information Statement Section 5.05(b) IRS Section 3.12(b) DGCL Recitals Material Company Customer Section 3.21(a) Material Company Vendor Section 3.21(b) Merger Recitals Merger Consideration Section 2.01(a)(i) Notice of Change of Recommendation Section 5.04(b) Notice Period Section 5.04(b) NYSE Section 5.16 Option Payments Section 2.03(a) Outside Date Section 7.01(b) Owned Real Property Section 3.16 Parent Preamble Parent Parties Section 8.11 Parent Plans Section 5.12(b) Paying Agent Sectio...