Examples of Transaction Effective Time in a sentence
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.
The Warrant Amendment shall be in effect as of the Transaction Effective Time.
At or prior to the Transaction Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent the Merger Consideration to be paid to the Company Holders, in each case in accordance with each Company Holder’s Pro Rata Share, or deposited in the Escrow Account in accordance with Section 2.15, as appropriate.
Pursuant to the Purchaser Charter as in effect at the Transaction Effective Time, the Post-Closing Purchaser Board shall be a classified board with two classes of directors, with one class of directors, the Class A Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class A Directors serving two (2) year terms) and the other class of directors, the Class B Directors, serving a two (2) year term, such term effective from the Closing.
Promptly after the Transaction Effective Time, the Purchaser shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Certificates as of immediately prior to the Transaction Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent) for use in such exchange.
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.
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 Company shall ensure that, as of and after the Transaction Effective Time, except as provided in this Section 2.8(d), no Person shall have any rights under the Company Stock Plan.
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, each Company Stockholder shall cease to have any other rights with respect to the Company Stock, except the rights set forth in Section 2.12 below or as otherwise required under applicable Law.