Effective Time of the Holding Company Merger definition

Effective Time of the Holding Company Merger means the date and time specified in the Certificate of Merger as filed with the Delaware Secretary.
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Effective Time of the Holding Company Merger means the date and time specified pursuant to Section 2.2 hereof.
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Effective Time of the Holding Company Merger means the date and time at which the Holding Company Merger contemplated by this Holding Company Merger Agreement becomes effective as provided in Section 2.2 hereof.
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Examples of Effective Time of the Holding Company Merger in a sentence

  • Observe the Rules of the Road PORT (Left) - Leaving the harbor with green buoys to your right.STARBOARD (Right) - Entering the harbor with redbuoys to your right.Keep to Right in narrow channels.Boat being overtaken Yield to boats has right of way.

  • If such holder shall have so failed to perfect his right to dissent or shall have effectively withdrawn or lost such right, each of his shares of Horizon Common Stock shall thereupon be deemed to have been converted into, at the Effective Time of the Holding Company Merger, the right to receive shares of City Holding Common Stock as provided in Section 2.1 of this Agreement.

  • Each share of Horizon Common Stock which is issued and outstanding at the Effective Time of the Holding Company Merger (other than shares held directly by City Holding, which shall be canceled without payment therefore, and Dissenting Shares) shall, and without any action by the holder thereof, be converted into the number of shares of City Holding Common Stock determined in accordance with Section 2.1(b).

  • In case at any time after the Effective Time of the Holding Company Merger any further action is necessary or desirable to carry out the purposes of this Agreement and to vest City Holding with full title to all properties, assets, rights, approvals, immunities and franchises of Horizon, the officers and directors of City Holding and Horizon shall take all such necessary action.

  • Immediately following the Effective Time of the Holding Company Merger, the management of City Holding and City National shall be as set forth on Exhibit E.

  • City Holding will file with the Nasdaq Stock Market an additional listing application for the shares of City Holding Common Stock to be issued in the Holding Company Merger and shall use its best efforts to cause such shares to be approved for listing on the Nasdaq Stock Market prior to the Effective Time of the Holding Company Merger.

  • Immediately following the Effective Time of the Holding Company Merger, the Board of Directors of City Holding shall be comprised of 24 members, 12 to be designated by City Holding and 12 to be designated by Horizon at least 10 business days prior to the mailing of the Proxy Statement-Prospectus to the shareholders of City Holding and Horizon.

  • The Exchange Ratio at the Effective Time of the Holding Company Merger shall be adjusted to reflect any consolidation, split-up, other subdivisions or combinations of City Holding Common Stock, any dividend payable in City Holding Common Stock, or any capital reorganization involving the reclassification of City Holding Common Stock subsequent to the date of this Agreement.

  • Such indemnification shall continue for ten years after the Effective Time of the Holding Company Merger, provided that any right to indemnification in respect of any claim asserted or made within such ten year period shall continue until final disposition of such claim.

  • At the Effective Time of the Holding Company Merger, the Surviving Company shall be liable for all liabilities of Horizon, as provided in Section 31-1-37 of the WVC.

Related to Effective Time of the Holding Company Merger

  • Company Merger shall have the meaning given in the Recitals.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Effective Time has the meaning set forth in Section 2.2.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • First Merger shall have the meaning given in the Recitals hereto.

  • MergerSub has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Surviving Company has the meaning set forth in Section 2.1.

  • First Effective Time has the meaning specified in Section 2.02.

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

  • Second Merger has the meaning set forth in the Recitals.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Merger Sub has the meaning set forth in the Preamble.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Merger Closing shall have the meaning set forth in Section 2.2.