Blocker Effective Time definition

Blocker Effective Time means the time of filing of the certificates of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and mutually agreed by the parties, for the Blocker Mergers, or such later time as may be agreed by the parties and specified in such certificate of merger for consummation of the Blocker Mergers.

Blocker Effective Time is defined in the Business Combination Agreement and, for the avoidance of doubt, occurred prior to the LLCA Effective Time.

Blocker Effective Time has the meaning given to such term in the Business Combination Agreement.

Examples of Blocker Effective Time in a sentence

• Subject to Section 7.18, at the A Blocker Effective Time, the effect of the A Blocker Merger shall be as provided in the applicable provisions of the DGCL.

• The DFB Healthcare Certificate of Incorporation in effect at each Blocker Effective Time shall be the certificate of incorporation of DFB Healthcare until amended in accordance with applicable Law.

• At the BM Blocker Effective Time, the effect of the BM Blocker Merger shall be as provided in the applicable provisions of the DLLCA and the DGCL.

• The board of directors of DFB Healthcare following each Blocker Effective Time and prior to Effective Time shall consist of the board of directors of DFB Healthcare immediately prior to such Blocker Effective Time.

• A hazard is determined by the intrinsic properties of the substance or mixture, i.e. whether its characteristics can lead to health and environmental damages.

• But it is important to stress that final decisions on goals will ultimately emerge on the basis of political negotiations rather than strict technical criteria.

• Upon the terms and subject to the conditions set forth in this Agreement, and following the Second Step Blocker Effective Time, Acquiror, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “ Constituent Companies”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving entity in the Company Merger.

• The certificates of formation and operating agreements of the Blocker Merger Subs as in effect immediately prior to the First Step Blocker Effective Time, shall be the certificates of formation and operating agreements of the applicable First Step Blocker Surviving Entities until thereafter amended as provided therein and under the DGCL or the DLLCA, as applicable.

• Each of the Second Step Blocker Mergers shall be consummated in accordance with this Agreement and shall be evidenced by a certificate of merger with respect to such Second Step Blocker Merger, executed by the applicable First Step Blocker Surviving Entity and Blocker Sub in accordance with the relevant provisions of the DGCL and the DLLCA, as applicable, each Second Step Blocker Merger to be effective as of the Second Step Blocker Effective Time.

• Promptly following the Second Step Blocker Effective Time, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be executed and duly submitted for filing with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA.

More Definitions of Blocker Effective Time

Blocker Effective Time has the meaning set forth in Section 2.3.

Blocker Effective Time shall have the meaning set forth in the Blocker Transaction Agreement.

Blocker Effective Time shall be the time at which a certificate of merger, in proper form and duly executed, reflecting the applicable Blocker Merger (each, a “Blocker Certificate of Merger”) pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”) is filed with and accepted by the Secretary of State of the State of Delaware. The “Effective Time” shall be the time at which a certificate of merger in proper form and duly executed, reflecting the Merger (the “Certificate of Merger”) pursuant to Section 209 of the Limited Liability Company Act of the State of Delaware (the “DLLCA”) is filed with and accepted by the Secretary of State of the State of Delaware. The Blocker Mergers shall have the effects set forth herein and in the applicable provisions of the DGCL. The Merger shall have the effects set forth herein and in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at each Blocker Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of each Blocker and each Blocker Mergersub shall vest in the applicable Surviving Blocker Company, and all debts, liabilities and duties of each applicable Blocker and applicable Blocker Mergersub shall become the debts, liabilities and duties of the applicable Surviving Blocker Company. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of the Company and the Acquisition Subsidiary shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Acquisition Subsidiary shall become the debts, liabilities and duties of the Surviving Company. The Parent, the Company, each Blocker, each Blocker Holder and each Blocker Mergersub, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the applicable Blocker Merger in accordance with the DGCL at the applicable Blocker Effective Time. The Parent, the Company and the Acquisition Subsidiary, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the DLLCA at the Effective Time. If at any time after any Blocker Effective Time or the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the applicable Survivi...