Common use of Closing and Effective Time of the Merger Clause in Contracts

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 8:00 a.m., local time, on the third Business Day after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Txxxxxxx Hxxx LLP located at Two Alliance Center, 3000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs pursuant to this Section 1.2 is referred to as the “Closing Date”. On the Closing Date, or on such other date as Parent and the Company may agree to, the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later date and/or time as is agreed upon by the parties and specified in the Certificate of Merger (such date and time hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genvec Inc)

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Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 8:00 a.m., local time, remotely on the third Business Day after satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Txxxxxxx Hxxx LLP located at Two Alliance Center, 3000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is to occur pursuant to this Section 1.2 1.4 is referred to as the “Closing Date”. On the Closing Date, or on such other date as Parent and the Company may agree to, Parent, Merger Sub, and the Company shall cause a certificate of merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later date and/or time as is agreed upon by the parties and specified in the Certificate of Merger (such date and time hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synacor, Inc.)

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 8:00 a.m., local time, on the third Business Day after satisfaction or waiver of all of the applicable conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Txxxxxxx Hxxx LLP located at Two Alliance CenterXxxxxx & Xxxxxxx LLP, 3000 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxxxx 0000, Xxxxxxx, XxxxxxxXX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is to occur pursuant to this Section 1.2 1.4 is referred to as the “Closing Date”. On the Closing Date, or on such other date as Parent and the Company may agree to, the Company shall cause a certificate of merger (the “Certificate of Merger”) ), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later date and/or time as is agreed upon by the parties and specified in the Certificate of Merger (such date and time hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will shall take place at 8:00 10:00 a.m., local Pacific time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by Law) waiver of all of the conditions set forth in Article 6 VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver of those conditions at the Closing), at the offices of Txxxxxxx Hxxx LLP located at Two Alliance CenterSkadden, 3000 Xxxxx Arps, Slate, Mxxxxxx & Fxxx LLP, 500 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxx 0000, Xxxxxxx, XxxxxxxXxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs pursuant to this Section 1.2 is referred to as the “Closing Date”. On the Closing Date, or on such other date as Parent and the Company may agree toto in writing, Parent, Merger Sub and the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, Delaware or such later other date and/or and time as is agreed upon by the parties and specified in the Certificate of Merger (Merger, such date and time hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Micrus Endovascular Corp)

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will of the transactions contemplated by this Agreement shall take place at 8:00 a.m.upon the satisfaction or, local timeif permissible, on the third Business Day after satisfaction or waiver of all of the conditions set forth in Article 6 VII (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Txxxxxxx Hxxx LLP located at Two Alliance Center, 3000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs pursuant to this Section 1.2 is shall be referred to herein as the “Closing Date”. Notwithstanding the foregoing, the Closing shall for all purposes be deemed to occur at the close of business on the Closing Date. On the Closing Date, or on such other date as Parent and the Company may agree toto in writing, Merger Sub and the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DLLCA and shall make all other filings or recordings required under the DGCLDLLCA. The Merger shall become effective at the date and time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, Delaware or such later other date and/or and time as is agreed upon by the parties and specified in the Certificate of Merger (such date and time hereinafter referred to as time, the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (COMMITTED CAPITAL ACQUISITION Corp)

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Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place (a) at 8:00 a.m., local Eastern time, on the third twelfth (12th) Business Day after satisfaction or waiver of all of the applicable conditions set forth in Article 6 VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices via electronic exchange of Txxxxxxx Hxxx LLP located at Two Alliance Center, 3000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, signature pages unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs pursuant to this Section 1.2 is referred to as the “Closing Date”. On the Closing Datehereto or (b) at such other place, at such other time or on such other date as Parent and the Company may mutually agree toin writing. The date on which the Closing actually occurs is referred to as the “Closing Date.” On the Closing Date, Merger Sub and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later date and/or and time as is agreed upon by the parties and specified in the Certificate of Merger (such date and time at which the Merger becomes effective hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place (i) at 8:00 5:00 a.m., local Pacific time, on a date to be specified by the parties, such date to be no later than the third Business Day after satisfaction or written waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), or (ii) at such other date and time as the offices of Txxxxxxx Hxxx LLP located at Two Alliance Center, 3000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, unless another time, date or parties agree in writing. The Closing shall take place is agreed to in writing by remote communication and by the parties heretoexchange of executed documents by electronic transmission. The date on which the Closing occurs pursuant to this Section 1.2 is herein referred to as the “Closing Date”. .” On the Closing Date, or on such other date as Parent and the Company may agree to, Parent, Merger Sub and the Company shall will cause a the certificate of merger in the form attached hereto as Exhibit C (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger shall will become effective at the time the Certificate of Merger shall Xxxxxx will have been duly filed with the Secretary of State of the State of Delaware, Delaware or such later other date and/or and time as is agreed upon by the parties and specified in the Certificate of Merger (Merger, such date and time hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.)

Closing and Effective Time of the Merger. The closing of the Merger (the "Closing") will take place at 8:00 a.m., local time, on the third Business Day after satisfaction or waiver of all of the applicable conditions set forth in Article 6 ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Txxxxxxx Hxxx LLP located at Two Alliance CenterXxxxxx & Xxxxxxx LLP, 3000 000 Xxxxx Xxxx, Xxxxx 0000Xxxxxx Xxxxxx, Xxxxxxx, XxxxxxxXX 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is to occur pursuant to this Section 1.2 is referred to as the "Closing Date". On the Closing Date, or on such other date as Parent and the Company may agree to, the Company shall cause a certificate of merger (the "Certificate of Merger”) "), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later date and/or and time as is agreed upon by the parties and specified in the Certificate of Merger (such date and time hereinafter referred to as the "Effective Time").. ARTICLE II

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fibrocell Science, Inc.)

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