Applicable Effective Time definition
Examples of Applicable Effective Time in a sentence
Royale shall provide the Partners with prompt written notice (which notice may be provided to Matrix on behalf of the Partners) of any demands which they receive for appraisal of any of their outstanding Shares in connection with the Mergers, any withdrawal of any such demand and any other demand, notice or instrument delivered to them prior to the Applicable Effective Time pursuant to the CCC that relates to such demand.
Notwithstanding anything to the contrary in this Agreement, each of the parties acknowledges and agrees that it shall have no right hereunder or pursuant to Applicable Law to offset any amounts due or owing (or to become due or owing) following the Applicable Effective Time to the other party under this Agreement against any amounts due or owing by such other party or any of its Affiliates under any other agreement, contract or understanding.
All amounts actually paid to the Ceding Company under the Ceded Reinsurance Agreements on or after the Applicable Effective Time shall inure to the benefit of the Reinsurer.
This Agreement shall become effective as of the Applicable Effective Time when each party hereto shall have received a counterpart hereof signed by the other party hereto.
As soon as practicable following the Applicable Effective Time, Sirius or Constellation, as applicable, shall file a post-effective amendment to any Form S-8 registration statement previously filed by such entity with respect to the Sirius Stock Plans or the Constellation Stock Plans deregistering all Sirius Shares or Constellation Shares, as applicable, thereunder.
Until surrendered as contemplated by this Section 3.03, each Old Certificate shall be deemed at any time after the Applicable Effective Time to represent only the right to receive, upon surrender, the Merger Consideration or the Preferred Merger Consideration, as applicable, and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 3.03.
From and after the Applicable Effective Time, the Reinsurer shall indemnify the Ceding Company, in accordance with the terms and conditions of, and subject to the limitations of, this Agreement, for all Reinsured Liabilities incurred before, at or after the Applicable Effective Time.
This election shall be effective for the calendar year ending on or after the Applicable Effective Time and for all subsequent taxable years for which any reinsurance agreement is deemed to exist due to an election made pursuant to this Section 11.01.
If, after the Applicable Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Redomestication Merger Consideration, the Merger Consideration or the Preferred Merger Consideration, as applicable, cash in lieu of fractional New Polaris Common Shares (if applicable) and dividends or other distributions that the holder presenting such Old Certificates is entitled to, as provided in this Article III.
Notwithstanding anything in this Agreement to the contrary, each party agrees that it does not waive the duty of “utmost good faith” or any similar principle relating to the conduct of the parties after the Applicable Effective Time.