Merger Effective Time definition
Examples of Merger Effective Time in a sentence
The Company Shareholder Consideration and the Cartesian Shareholder Consideration, respectively, shall be adjusted to reflect appropriately the effect of any stock or share split, reverse stock split, share consolidation, dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Company Shares and the Cartesian Ordinary Shares, respectively, occurring on or after the date hereof and prior to the Merger Effective Time.
If, at any time prior to the Merger Effective Time, any event or circumstance relating to Cartesian, or its officers or directors, should be discovered by Cartesian which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Cartesian shall promptly inform the Company.
On the Closing Date, effective as of the Merger Effective Time, PubCo shall cause the form of PubCo amended and restated memorandum and articles of association in the form to be mutually agreed by the Company and Cartesian to be adopted by special resolution as the amended and restated memorandum and articles of association of PubCo (the “PubCo A&R Articles”), until thereafter amended in accordance with the applicable provisions of the Cayman Islands Company Act and the PubCo A&R Articles.
Prior to the Closing, C▇▇▇▇▇▇▇▇ shall provide the Company written notice as promptly as practicable following receipt of any written objections to the Merger, notices of election to dissent, demands received by C▇▇▇▇▇▇▇▇ for appraisal of Cartesian Ordinary Shares, any waiver or withdrawal of any such objections, notices or demands, and any other demand, notice, or instrument delivered to Cartesian prior to the Merger Effective Time that relates to the foregoing.
The D&O Tail Policies shall provide for terms with respect to coverage, deductibles and amounts that are no less favorable than those of the applicable policy in effect immediately prior to the Merger Effective Time for the benefit of PubCo’s, Cartesian’s and the Company’ directors, managers and officers, as applicable, and shall remain in effect for the six (6) year period following the Closing.