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 the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California at 7:00 a.m., Pacific time, on a date to be specified by the parties, such date to be no later than the second 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), unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company will cause an agreement 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 “Agreement of Merger”), together with an officers’ certificate satisfying the applicable requirements of the CGCL, to be executed and filed with the Secretary of State of the State of California in accordance with the relevant provisions of the CGCL. The Merger will become effective at the time the Agreement of Merger will have been duly filed with the Secretary of State of the State of California or such other date and time as is agreed upon by the parties and specified in the Agreement of Merger, such date and time hereinafter referred to as the “Effective Time.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Thoratec Corp)

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Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California at 7:00 10:00 a.m., Pacific time, on a date to be specified by the partiesparties (the “Closing Date”), such date to be no later than the second 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 Xxxxxx & Xxxxxxx, LLP, 000 Xxxxx Xxxxx, Menlo Park, California, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub the Purchaser and the Company will shall cause an agreement appropriate 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 or other appropriate documents (the “Agreement Certificate of Merger”), together with an officers’ certificate satisfying the applicable requirements of the CGCL, ) to be executed and filed with the Secretary of State of the State of California Delaware in accordance with the relevant provisions of the CGCLDGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time the Agreement Certificate of Merger will shall have been duly filed with the Secretary of State of the State of California Delaware or such other date and time as is agreed upon by the parties and specified in the Agreement Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)

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Closing and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California at 7:00 10:00 a.m., Pacific New York City time, on a date to be specified by the partiesparties (the “Closing Date”), such date to be no later than the second Business Day after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the fulfillment or written waiver (where permitted by applicable Law) of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California 94025, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub the Purchaser and the Company will shall cause an agreement appropriate 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 or other appropriate documents (the “Agreement Certificate of Merger”), together with an officers’ certificate satisfying the applicable requirements of the CGCL, ) to be executed and filed with the Secretary of State of the State of California Delaware in accordance with the relevant provisions of the CGCLDGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the date and time the Agreement Certificate of Merger will shall have been duly filed with the Secretary of State of the State of California Delaware or such other date and time as is agreed upon by the parties and specified in the Agreement Certificate of Merger, Merger (such date and time hereinafter referred to as time, the “Effective Time”).

Appears in 2 contracts

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

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