Third Effective Time definition
Examples of Third Effective Time in a sentence
The Rollover shall occur, with respect to the Ordinary Shares of the Second Surviving Company held by the Rollover Investor, conditioned upon the Third Closing and as of immediately prior to the Third Effective Time (the “Rollover Closing”).
At the Third Effective Time, the by-laws of the Company shall be amended in their entirety in the form attached hereto as Exhibit L-2 and, as so amended, shall be the by-laws of the Third Surviving Corporation until thereafter amended as provided by applicable Law, the terms of the certificate of incorporation of the Third Surviving Corporation and the terms of such by-laws.
Subject to, and conditioned upon the occurrence of and effective immediately after the Third Effective Time, the Vesting Founder Shares shall be unvested and subject to the restrictions set forth in this Sponsor Letter Agreement.
Notwithstanding anything to the contrary in this Section 2.01(c), each of the First Effective Time, the Second Effective Time and the Third Effective Time shall occur on the Closing Date.
From and after the Third Effective Time, the effect of the Third Merger shall be as provided in this Agreement and the applicable provisions of the DGCL or the DLLCA, as the case may be.
For the avoidance of doubt, the Company shall be under no obligation to effect any registration of Shares prior to the Third Effective Time.
From and after the Third Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Legal Requirement and the Governing Documents of Newco Surviving Sub, the directors and officers of Newco Surviving Sub shall be the directors and officers of Newco immediately prior to the Third Effective Time.
The Certificate of Formation and limited liability company agreement of the Second Merger Subsidiary in effect immediately prior to the Third Effective Time shall be the Certificate of Formation and limited liability company agreement of the Third Merger Surviving Company as of the Third Effective Time.
All Newco Shares that are owned by Newco (“Newco Treasury Shares”), Third Merger Sub or any wholly owned subsidiary of Newco immediately prior to the Third Effective Time shall automatically be canceled, and no New PubCo Ordinary Shares or other consideration shall be delivered or deliverable in exchange therefor.
Merger Sub Three has been at all times and will, as of the date of this Agreement and through the Third Effective Time, be treated as disregarded as an entity separate from Office Depot for U.S. federal income tax purposes.