Delaware Merger Effective Time definition

Delaware Merger Effective Time has the meaning assigned to such term in Section 1.4(b) of the Agreement.
Delaware Merger Effective Time has the meaning specified in Section 3.01.

Examples of Delaware Merger Effective Time in a sentence

  • Any accumulated contributions of each participant under the Company ESPP as of immediately prior to the Delaware Merger Effective Time shall, to the extent not used to purchase shares in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 5.5), be refunded to such participant as promptly as practicable following the Delaware Merger Effective Time (without interest).

  • Until surrendered or transferred as contemplated by this Section 1.11(a), each Company Stock Certificate and Uncertificated Company Share shall be deemed, from and after the Delaware Merger Effective Time, to represent only the right to receive Delaware Merger Consideration as contemplated by Section 1.7(c).

  • The Unwind Agreements provide for such terminations to occur over a period of time from, and including, the trading day immediately following the Delaware Merger Effective Time to, and including the Expiration Date, subject to postponement in certain circumstances (the “Unwind Period”).

  • Subject to Section 1.12, promptly after the Delaware Merger Effective Time on the Closing Date, HoldCo shall: (a) deposit with the Exchange Agent certificates or book entry positions representing the shares of HoldCo Common Stock issuable pursuant to Sections 1.7(a)(iii) and 1.7(c)(iii); and (b) cause to be deposited with the Exchange Agent cash sufficient to make payments of the cash consideration payable pursuant to Section 1.7(c)(iii) (including payments to be made in lieu of fractional shares).

  • Following the Delaware Merger Effective Time, any such canceled Company Cash-Out Option shall entitle the former holder of such Company Cash-Out Option only to the payment described in this Section 5.4(a), which shall be made by the Surviving Delaware Corporation within 10 Business Days after the Delaware Merger Effective Time.

  • At the Delaware Merger Effective Time, each issued and outstanding share of the Company’s common stock, subject to certain exceptions, was automatically converted into the right to receive the Merger Consideration, at which time all such shares of the Company’s common stock ceased to be outstanding and were automatically cancelled.

  • The parties acknowledge and agree that Marvell does not have a profit sharing plan that will be in effect after the Delaware Merger Effective Time.

  • Continuing Employees shall retain their target bonus opportunity, as in effect on the date of this Agreement, for the remainder of the bonus plan year in which the Delaware Merger Effective Time occurs.

  • As of the Delaware Merger Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and as of the Delaware Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby.

  • In connection with, and immediately prior to, the Delaware Merger Effective Time, on April 20, 2021, MTI and Inphi entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders (the “Exchanging Holders”) of the Notes and the Company’s 0.75% Convertible Senior Notes due 2025 (the “2025 Notes”).

Related to Delaware Merger Effective Time