Spin-Off Effective Time definition

Spin-Off Effective Time means the effective time of the Spin-Off, determined in accordance with Section 4.01(f).

Spin-Off Effective Time. 11:59 P.M., New York City time, on the date of the Spin-Off.

Spin-Off Effective Time means the time at which the Spin-Off is completed.

Examples of Spin-Off Effective Time in a sentence

• The content of the course is developed by our faculty and designed by an IT professional.

• From and after the Spin-Off Effective Time and prior to the earlier of the New BKH Effective Time and the termination of this Agreement, FNF will not acquire, directly or indirectly, any New BKH Interest.

• At all times prior to the Spin-Off Effective Time, Citadel will cause SpinCo (i) not to engage in any activity not contemplated by this Agreement and (ii) not to operate any business other than the SpinCo Business.

• SpinCo will use its reasonable best efforts to cause the shares of SpinCo Common Stock that will be distributed in the Spin-Off and issued in the Mergers to be listed on the NYSE as of the Spin-Off Effective Time, subject to official notice of distribution or issuance, as applicable; provided, however, that each Party will consider in good faith any alternative listing venue proposed by another Party in good faith.

• Neither Dispatch nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder or other similar agent with respect to the Transactions contemplated by this Agreement for which Citadel or any of its Affiliates (including, prior to the Spin-Off Effective Time, the SpinCo Entities) could become liable or obligated.

• Immediately prior to the Spin-Off Effective Time, the New BKH Charter and the New BKH Bylaws shall be amended so as to read in their entirety in the forms set forth in Exhibit C and Exhibit D , respectively (collectively, the " New BKH Public Charter Documents ").

• Prior to, and from and after, the Spin-Off Effective Time, until the consummation of the Merger or the termination of the Merger Agreement, EchoStar shall be a third party beneficiary hereunder of its rights pursuant to Sections 1.1(a), 1.4, 5.1, 7.8 and 7.9 hereof.

• The representations and warranties set forth in this Section 6.1(b) shall be true and correct as of the date hereof and at all times through and including the Spin-Off Effective Time.

• FNF and New BKH agree to execute and deliver, and cause their Affiliates to execute and deliver, as applicable, the Tax Matters Agreement, the BKFS Services Agreement, the Reverse Services Agreement, the Sales Promotion Agreement and the Non-Competition Agreement each in the forms attached hereto, prior to the Spin-Off Effective Time.

• The representations and warranties set forth in this Section 6.1(a) shall be true and correct as of the date hereof and at all times through and including the Spin-Off Effective Time.

More Definitions of Spin-Off Effective Time

Spin-Off Effective Time has the meaning ascribed to such term in the Reorganization Agreement.

Spin-Off Effective Time means the effective time of the Hughes Class C Common Stock Exchange in accordance with the GM Xxxxxxicate of Incorporation, as amended pursuant to the GM Charter Amendment and Applicable Law.

Spin-Off Effective Time means the latest effective date of any and all distributions of Hughes Class C Common Stock and Hughes Preference Stock, made in xxxxxxtion with or pursuant to txx Xxxn-Off.

Spin-Off Effective Time means the time of completion and effectiveness of the Spin-Off, when the Parent Borrower shall no longer be a Subsidiary of Labcorp.