Second Merger Effective Time definition

Second Merger Effective Time has the meaning provided in Section 2.3.

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Second Merger Effective Time means the date and time at which the Second Merger becomes effective, on the Closing Date immediately after giving effect to the First Merger, the Redemption, the Conversion and the PIPE Financing.

Second Merger Effective Time has the meaning given to that terms in the BCA.

Examples of Second Merger Effective Time in a sentence

• From and after the Second Merger Effective Time, the Surviving Entity shall pay or cause to be paid, without deduction or withholding from any consideration or amounts payable to the Holders, all Transfer Taxes.

• This Agreement is not intended to and shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns, except the provisions of Article 3 (which, from and after the First Merger Effective Time, shall be for the benefit of the Holders immediately prior to the First Merger Effective Time), and Section 8.5 (which, from and after the Second Merger Effective Time, shall be for the benefit of the Indemnified Parties).

• If, after the First Merger Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged after the Second Merger Effective Time for the Transaction Consideration, including, without duplication, cash in lieu of fractional shares of Parent Common Stock, and dividends or other distributions to which the holder presenting such Old Certificates is entitled pursuant to Section 4.1(d), in each case, as provided in this Article 4.

• At any time after the Second Merger Effective Time, the Holders shall, in respect of each Remaining Share Interest converted into the Per Share Cash Consideration in the Second Merger, only hold the right to receive the Per Share Cash Consideration (as may be adjusted in accordance with Section 3.1(c)) as contemplated by this Article 4.

• At any time prior to the Second Merger Effective Time, the Parties may, subject to the requirements of applicable Law, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement.

More Definitions of Second Merger Effective Time

Second Merger Effective Time has the meaning set forth in Section 2(k)(i) below.

Second Merger Effective Time shall have the meaning set forth in the Business Combination Agreement.

Second Merger Effective Time means the effective time of the Second Merger.

Second Merger Effective Time has the meaning set forth in the Merger Agreement.

Second Merger Effective Time means the time at which the Second Merger shall become effective. Unless otherwise agreed, the parties shall cause the Second Merger Effective Time to occur on the Closing Date.

Second Merger Effective Time has the meaning given such term in Section 1.1(b) of this Agreement

Second Merger Effective Time means the date and time upon which articles of merger with respect to the Second Merger are filed with the Pennsylvania Office of the Secretary of State, or as otherwise stated in the articles of merger, in accordance with the PBCL.