Exchange Effective Time definition

Exchange Effective Time has the meaning set forth in Section 8.01(g).
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Exchange Effective Time shall have the meaning given in the Recitals.
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Exchange Effective Time means the time on which the issuance of the new Holdco Ordinary Shares and Holdco Redeemable B Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of the Company Ordinary Shares held by the Company Shareholders and exchanged for Holdco Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately following the Merger Effective Time.
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Examples of Exchange Effective Time in a sentence

  • In the event that at any time or from time to time (whether prior to, at or after the Mandatory Exchange Effective Time), one Party hereto (or any member of such Party’s Group) shall be liable for or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such other Party shall promptly assume, or cause to be assumed, such Liability and agree to faithfully perform such Liability.

  • Except as expressly provided in this Agreement, nothing in this Agreement shall preclude IAC or any other IAC Entity, at any time after the Mandatory Exchange Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any IAC Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any IAC Benefit Plan.

  • The Parties recognize that legal and other professional services will be provided following the Mandatory Exchange Effective Time, which services will be rendered solely for the benefit of the IAC Group or the SpinCo Group, as the case may be.

  • They are divided into classes of wrapping glia of the PNS and surface glia that form hemolymph-brain barrier.

  • Following the Reclassification Effective Time and prior to the Mandatory Exchange Effective Time, IAC shall cancel or cause to be cancelled and retired any shares of IAC Series 1 Mandatorily Exchangeable Preferred Stock and any shares of IAC Series 2 Mandatorily Exchangeable Preferred Stock held by any member of the IAC Group.

  • On or prior to the Reclassification Date, IAC and SpinCo shall take all necessary actions so that as of the Mandatory Exchange Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Form S-4, unless otherwise agreed by the Parties, and such additional directors as may be determined by IAC; and (ii) SpinCo shall have such other officers as IAC shall appoint or cause to be appointed.

  • On or prior to the Reclassification Date, IAC and SpinCo shall take all necessary actions so that, as of the Mandatory Exchange Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively.

  • Coverage following the Mandatory Exchange Effective Time shall be on the same basis as immediately prior to the Mandatory Exchange Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans.

  • With respect to legally-protected personal information received from consumers before the Mandatory Exchange Effective Time, each Party agrees that it will not use data in a manner that is materially inconsistent with promises made at the time the data was collected unless it first obtains affirmative express consent from the relevant consumer.

  • Subject to the foregoing sentence, on or prior to the date that is one hundred eighty (180) days following the Mandatory Exchange Effective Time, each Group shallcease using all Materials in its possession pertaining to the other Group; provided that, in the case of Materials that are used solely for internal purposes, each Group shall cease using such internal Materials to the extent reasonably practicable.


More Definitions of Exchange Effective Time

Exchange Effective Time means the time on which the issuance of the new Holdco Ordinary Shares and Holdco Redeemable B Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of Procaps Ordinary Shares held by Procaps Shareholders and exchanged for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares.
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Exchange Effective Time means 10:00 a.m. New York time on the Business Day prior to the Closing Date, which shall be the effective time of the contribution and exchange of the Company Ordinary Shares held by Parent and exchanged for Holdco Ordinary Shares, as contemplated under the Exchange Agreement.
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Exchange Effective Time has the meaning set forth in Section 2.04(a)(i).
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Exchange Effective Time has the meaning specified in Section 2.02(g).
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Exchange Effective Time shall have the meaning set forth in Section 1.6(a).
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Related to Exchange Effective Time

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

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

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

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

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Exchange Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

  • 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.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • 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.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

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

  • Exchange Event means with respect to any Global Registered Receipt:

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Effective Date means the date on which the Merger is consummated.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1.

  • 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.