Acceptance Time definition
Examples of Acceptance Time in a sentence
To the extent permitted by applicable Law and subject to the other provisions of this Agreement, this Agreement may be amended by the parties to this Agreement at any time prior to the Effective Time by execution of an instrument in writing signed on behalf of each of Parent, Merger Sub, and the Company; provided that following the Acceptance Time, this Agreement may not be amended in any manner that causes the Merger Consideration to differ from the Offer Price.
At or prior to the Acceptance Time, Parent will duly authorize, execute, and deliver, and will ensure that the Rights Agent duly authorizes, executes, and delivers, the CVR Agreement with such changes thereto as the Rights Agent may reasonably request to which Parent and the Company consent in writing (such consents not to be unreasonably withheld, delayed, or conditioned).
Following the Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the holders of any class or series of the Company’s capital stock will be required in order to adopt this Agreement and approve the Merger.
Following the Acceptance Time, each of Parent, Merger Sub, and the Company will take all necessary and appropriate actions to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the Company Stockholders, in accordance with Section 251(h) of the DGCL and upon the terms and subject to the conditions of this Agreement.
After the Acceptance Time, neither Parent nor Merger Sub will be permitted to claim that any breach by the Company of any of its covenants or obligations under this Agreement results in a failure of a condition to consummate the Merger or excuses performance by Parent or Merger Sub of any of its obligations under this Agreement.