Mandatory Exchange Effective Time definition

Mandatory Exchange Effective Time shall have the meaning set forth in the Transaction Agreement.
Sample 1Sample 2Sample 3
Mandatory Exchange Effective Time shall have the meaning ascribed to it in the Reclassification Charter Amendments.
Sample 1Sample 2
Mandatory Exchange Effective Time has the meaning given that term in the Separation Agreement.
Sample 1

Examples of Mandatory 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 Mandatory Exchange Effective Time

Mandatory Exchange Effective Time shall have the meaning set forth in the IAC Charter Amendment.
Sample 1

Related to Mandatory Exchange Effective Time

  • 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.

  • 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.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

  • Mandatory Settlement Date means the earliest of:

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • IPO Closing Date means the closing date of the IPO.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

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

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • 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.

  • Optional Exchange Date means any date on which Underlying Securities subject to Optional Exchange are distributed to a Certificateholder.

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

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

  • Automatic Conversion Date has the meaning set forth in Section 7(c).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • 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.

  • Common Share Reorganization has the meaning set forth in Section 4.1;