Common use of Closing; Closing Date; Effective Time Clause in Contracts

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.1, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, XX as soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the State Corporation Commission of the Commonwealth of Virginia, in such form as required by, and executed in accordance with the relevant provisions of, VSCA (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GRC International Inc), Agreement and Plan of Merger (McNichols Gerald R)

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Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.18.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx Hughxx & Xxxxxxxx LLPXuce, 0000 X X.L.P., 1717 Xxxx Xxxxxx, X.X.Xxxxxx, Xxxxxxxxxx, XX as Xxxxx xx soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." ". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing Articles a certificate of Merger merger with the Secretary of State Corporation Commission of the Commonwealth State of VirginiaNew Jersey, in such form as required by, and executed in accordance with the relevant provisions of, VSCA New Jersey Law (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dimark Inc), Agreement and Plan of Merger (Harte Hanks Communications Inc)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.18.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of IN at 00000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLPXxxxxxxxx, 0000 X Xxxxxx, X.X., XxxxxxxxxxXxxxxx Xxxx, XX 00000 as soon as practicable (but in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent 4Health and the Company IN may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." ". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by executing and filing Articles of Merger Merger, in substantially the form of Exhibit A attached hereto, with the State Corporation Commission Division of Corporations and Commercial Code of the Commonwealth State of Virginia, in such form as required by, and executed in accordance with the relevant provisions of, VSCA Utah (the date and time of such filing, or such later date or time agreed upon by Parent 4Health and the Company IN and set forth therein, being the "Effective Time"). For all tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (4health Inc), Agreement and Plan of Merger (4health Inc)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.18.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall will take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx Hughxx & Xxxxxxxx LLPXuce, 0000 X X.L.P., 1717 Xxxx Xxxxxx, X.X.Xxxxxx, Xxxxxxxxxx, XX as Xxxxx xx soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." As promptly as practicable on the Closing Date, the parties hereto shall will cause the Merger to be consummated by filing Articles a certificate of Merger merger with the Secretary of State Corporation Commission of the Commonwealth State of VirginiaDelaware, in such form as required by, and executed in accordance with with, the relevant provisions of, VSCA of Delaware Law (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dean Foods Co), Agreement and Plan of Merger (Suiza Foods Corp)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.18.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx Hughxx & Xxxxxxxx LLPXuce, 0000 X X.L.P., 1717 Xxxx Xxxxxx, X.X.Xxxxxx, Xxxxxxxxxx, XX as Xxxxx xx soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the State Corporation Commission Department of Assessments and Taxation of the Commonwealth State of VirginiaMaryland, in such form as required by, and executed in accordance with the relevant provisions of, VSCA Maryland Law (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Affiliated Computer Services Inc)

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Closing; Closing Date; Effective Time. Unless this Agreement shall have been is terminated pursuant to Section 8.18.01, and subject to the satisfaction or waiver of the conditions set forth in Article VIIVI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, XX Buyer as soon as practicable (but in any event within two five business days) after the satisfaction or waiver of the conditions set forth in Article VIIVI, or at such other date, time and place as Parent Buyer and the Company may agree; provided, that the conditions set forth in Article VII VI shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing Articles a certificate of Merger merger with the Secretary of State Corporation Commission of the Commonwealth State of VirginiaDelaware, in such form as required by, and executed in accordance with the relevant provisions of, VSCA Delaware Law (the date and time of such filing, or such later date or time agreed upon by Parent Buyer and the Company and set forth therein, being the "Effective Time"). As promptly as practicable on the Closing Date, the parties shall also file a certificate of merger with the Secretary of State of the State of Massachusetts, in such form as required by, and executed in accordance with the relevant provisions of, Massachusetts Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cnet Inc /De)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.18.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VIIVI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLPAlbion, 0000 X Xxxxxx24351 Pasto Road, X.X.#B, XxxxxxxxxxDaxx Xxxxx, XX as soon as practicable Xxxxxxxxxx 00000, xx xxxx xx xxxxxxxxxxx (but xut in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VIIVI, or at such other date, time time, and place as Parent Albion and the Company Aradyme may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." As promptly as practicable on following the Closing Date, the parties Parties hereto shall cause the Merger to be consummated by filing Articles articles of Merger with the State Corporation Commission of the Commonwealth of Virginiamerger, in such form as required bymay be mutually acceptable to the Parties and their respective counsel, and executed in accordance with the relevant provisions of, VSCA Secretary of State of Nevada and the Division of Corporations and Commercial Code of the State of Utah (the date and time of such filing, or such later date or time agreed upon by Parent Albion and the Company Aradyme and set forth therein, being the "Effective Time").

Appears in 1 contract

Samples: Reorganization Agreement (Albion Aviation Inc)

Closing; Closing Date; Effective Time. Unless this Agreement ------------------------------------- shall have been terminated pursuant to Section 8.18.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, XX Key Production as soon as practicable (but in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent Key and the Company Xxxxx may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." ". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing Articles a Certificate of Merger with the Secretary of State Corporation Commission of the Commonwealth State of VirginiaDelaware, in such form as required by, and executed in accordance with the relevant provisions of, VSCA Delaware Law (the date and time of such filing, or such later date or time agreed upon by Parent Key and the Company Xxxxx and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Key Production Co Inc)

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