As of the Effective Time Sample Clauses

As of the Effective Time. As of the Effective Time:
As of the Effective Time. (a) The fees set forth in the Existing Agreement for the services provided by RFS as of the date hereof are hereby confirmed and shall be in effect until the last business day prior to the date that is three years from the Effective Time (such period, the “First Period”) and shall thereafter be subject to renegotiation in good faith, taking into account any reasonable supporting detail and documentation provided by either party, to the extent that similarly situated funds (other than funds advised by Guggenheim Partners Investment Management Holdings, LLC or any of its subsidiaries) are receiving services that are substantially similar to those provided under the Agreement at fee levels materially lower than those paid by the Trust, with the renegotiated fees for such services to apply for the remainder of the Initial Term and for any extension period thereafter, subject to further renegotiation for any extension period in good faith as set forth in this section.
As of the Effective Time each Target employee who is a participant in the Target Pension Plan shall become fully vested in his or her accrued benefit in the Target Pension Plan and the Target Pension Plan will either be merged into the pension plan of Acquiror Bank (the "Acquiror Bank Pension Plan") effective as of a date following the Effective Time selected by Acquiror Bank or, if so elected by Acquiror Bank, terminated immediately prior to, on, or after the Effective Time. The determination as to whether the Target Pension Plan shall be terminated or merged into the Acquiror Bank Pension Plan shall be made by Acquiror Bank. Effective as of the date of the merger of the Target Pension Plan into the Acquiror Bank Pension Plan, if applicable, or the termination of the Target Pension Plan (or the Effective Time, if subsequent to such termination), if applicable, Continuing Employees who are then participating in the Target Pension Plan shall become participants in the Acquiror Bank Pension Plan. If the Target Pension Plan is terminated, the service with Target and Target Bank shall not be recognized for purposes of benefit accrual under the Acquiror Bank Pension Plan. Except as set forth above in this paragraph, once a Continuing Employee becomes a participant in the Acquiror Bank Pension Plan, such Continuing Employee's service with Target and Target Bank shall be treated as service with Acquiror Bank for purposes of determining eligibility, vesting and benefit accrual, to the extent that such recognition of service would not result in a duplication of benefits.
As of the Effective Time. Buyer shall establish for Active Union Represented Employees a pension plan or plans intended to qualify under Section 401(a) of the Code and that are identical to the Retirement Plan as in effect for Union Represented Employees ("BUYER PENSION PLAN"). For purposes of eligibility, vesting and benefit accrual, Buyer Pension Plan shall credit each Active Union Represented Employee with service for periods prior to the Effective Time equal to the service credited to such employee under the Retirement Plan; provided, however, that Buyer Pension Plan may offset benefits provided under the Retirement Plan in order to avoid duplication of benefits on account of periods of service recognized under both the Retirement Plan and Buyer Pension Plan. To the extent not provided by the Retirement Plan in accordance with SECTION 6.1(c)(iii), (iv) and (v), Buyer Pension Plan shall be responsible for the subsidized value of early retirement benefits, early retirement supplements, pension enhancements related to Medicare eligibility and retiree benefit increases provided to Active Union Represented Employees. Further, Buyer Pension Plan shall be solely responsible for providing disability benefits for Active Union Represented Employees who become disabled on or after the Closing Date other than for any participant who is in the disability waiting period as of the Effective Time, for whom the Retirement Plan shall be solely responsible.

Related to As of the Effective Time

  • The Effective Time Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause the Merger to be consummated pursuant to the DGCL by filing a certificate of merger in customary form and substance (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing and acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, being referred to herein as the “Effective Time”).

  • Merger Effective Time At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and ASAP shall cause Merger Sub to, merge with and into Yili Oil in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and Yili Oil shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger, executed in accordance with the applicable provisions of the DGCL (the “Effective Time”). The date on which the Effective Time occurs is referred to as the “Effective Date.” Provided that this Agreement has not been terminated pursuant to Article VI, the Parties will cause the Certificate of Merger to be filed as soon as practicable after the Closing.

  • Conditions to the Effective Date The occurrence of the Effective Date and the obligation of the Banks to make Loans and the Issuing Bank to issue Letters of Credit on the Initial Borrowing Date are subject to the receipt by the Administrative Agent prior to or concurrently with the occurrence of the Effective Date and the making of Loans and the issuance of Letters of Credit on the Initial Borrowing Date of each of the items set forth in this Section 5.01 in form and substance reasonably satisfactory to the Administrative Agent and the Banks and in sufficient copies for each Bank:

  • Conduct of Businesses Prior to the Effective Time Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during the period from the date of this Agreement to the Effective Time, each of Company and Parent shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its key officers and key employees and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

  • Conduct Prior to the Effective Time 4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use their reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company. Except as expressly contemplated by this Agreement as set forth in Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hudson United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • The Merger Closing Effective Time 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 2

  • Termination of Merger Agreement This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.