Transaction Effective Time definition

Transaction Effective Time means the business day immediately following
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Transaction Effective Time means the time at which the Transaction Documents are unconditionally effective in accordance with their respective terms and the Scheme Consideration Distribution Date has occurred; provided, however, that for the avoidance of doubt, any Top-Up ADSs shall be distributed after the occurrence of the Transaction Effective Time, in accordance with the Restructuring Term Sheet.
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Transaction Effective Time has the meaning set forth in Section 2.3.
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Examples of Transaction Effective Time in a sentence

  • At the Transaction Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub and the Company shall consummate the Transaction Merger, pursuant to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation.

  • The Warrant Amendment shall be in effect as of the Transaction Effective Time.

  • At or prior to the Transaction Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent the Merger Consideration to be paid to the Company Holders, in each case in accordance with each Company Holder’s Pro Rata Share, or deposited in the Escrow Account in accordance with Section 2.15, as appropriate.

  • Pursuant to the Purchaser Charter as in effect at the Transaction Effective Time, the Post-Closing Purchaser Board shall be a classified board with two classes of directors, with one class of directors, the Class A Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class A Directors serving two (2) year terms) and the other class of directors, the Class B Directors, serving a two (2) year term, such term effective from the Closing.

  • Promptly after the Transaction Effective Time, the Purchaser shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Certificates as of immediately prior to the Transaction Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent) for use in such exchange.

  • At the Transaction Effective Time, the effect of the Transaction Merger shall be as provided in this Agreement, the Transaction Certificate of Merger and the applicable provisions of the DGCL.

  • As of the Transaction Effective Time, except as provided in this Section 2.8(d), all rights under any Company Option and any provision of the Company Stock Plan providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled.

  • The Company shall ensure that, as of and after the Transaction Effective Time, except as provided in this Section 2.8(d), no Person shall have any rights under the Company Stock Plan.

  • Prior to the Transaction Effective Time, the Company Stock Plan shall be amended, to the extent necessary, to reflect the transactions contemplated by this Section 2.8(d), including the conversion of the Company Options and the substitution of the Purchaser for the Company thereunder to the extent appropriate to effectuate the assumption of such Company Stock Plan by the Purchaser.

  • As of the Transaction Effective Time, each Company Stockholder shall cease to have any other rights with respect to the Company Stock, except the rights set forth in Section 2.12 below or as otherwise required under applicable Law.


More Definitions of Transaction Effective Time

Transaction Effective Time has the meaning given to this term in the RSA.
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Transaction Effective Time means the time at which all of the Transaction Documents have become final, effective and/or unconditional (as applicable) in accordance with their terms.
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Related to Transaction Effective Time

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Effective Time has the meaning set forth in Section 2.2.

  • First Effective Time has the meaning specified in Section 2.02.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Merger Effective Date means the date on which the Merger is consummated.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.