No Stock of the Company is subject to any option, warrant, right of conversion or purchase or any similar right other than, prior to the earlier of the EFTC Merger Deadline and the consummation of the EFTC Merger (but not after giving effect thereto), as set forth on Schedule 4.3 (Stock Options; Ownership of Subsidiaries).
Consummation Deadline As defined in Section 3(b) hereof.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Closing shall have the meaning set forth in Section 2.2.
Closing Deadline means the date and time specified on the RFP Cover Page or any Addenda issued by TO LIVE, as the date and time by which Proponents must submit their Proposal;
Offer Deadline means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Offer Closing Date has the meaning set forth in Section 1.01(f).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
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.
Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.
EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
First Merger shall have the meaning given in the Recitals hereto.
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;
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Initial Filing Deadline means the date which is thirty (30) calendar days after the Closing Date.
Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.
Closing Merger Consideration has the meaning set forth in Section 2.02