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

Closing; Closing Date; Effective Time. Unless this Agreement is terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Buyer as soon as practicable (but in any event within five business days) after the satisfaction or waiver of the conditions set forth in Article VI, or at such other date, time and place as Buyer and the Company may agree; provided, that the conditions set forth in Article 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 a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filing, or such later date or time agreed upon by 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 California, in such form as required by, and executed in accordance with the relevant provisions of, California Law.

Appears in 1 contract

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

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Closing; Closing Date; Effective Time. Unless this Agreement is terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Buyer as soon as practicable (but in any event within five business days) after the satisfaction or waiver of the conditions set forth in Article VI, or at such other date, time and place as Buyer and the Company may agree; provided, that the conditions set forth in Article 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 a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filing, or such later date or time agreed upon by 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 articles of merger with the Secretary of State of the State of CaliforniaFlorida, in such form as required by, and executed in accordance with the relevant provisions of, California Florida Law.

Appears in 1 contract

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

Closing; Closing Date; Effective Time. Unless this Agreement is terminated pursuant to Section SECTION 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article ARTICLE VI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Buyer Parent as soon as practicable (but in any event within five business days) after the satisfaction or waiver of the conditions set forth in Article ARTICLE VI, or at such other date, time and place as Buyer Parent and the Company may agree; provided, that the conditions set forth in Article ARTICLE 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 a certificate of merger with the Secretary of State of the State of DelawareCalifornia, in such form as required by, and executed in accordance with the relevant provisions of, Delaware California Law (the date and time of such filing, or such later date or time agreed upon by Buyer Parent 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 CaliforniaDelaware, in such form as required by, and executed in accordance with the relevant provisions of, California Delaware Law.

Appears in 1 contract

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

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Closing; Closing Date; Effective Time. Unless this Agreement is terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Buyer as soon as practicable (but in any event within five business days) after the satisfaction or waiver of the conditions set forth in Article VI, or at such other date, time and place as Buyer and the Company may agree; provided, that the conditions set forth in Article 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 4 the "Closing Date." As promptly as practicable on or within five (5) days after the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filing, or such later date or time agreed upon by Buyer and the Company and set forth therein, being the "Effective Time"). As promptly as practicable on or within five (5) days after the Closing Date, the parties shall also file a certificate of merger with the Secretary of State of the State of California, in such form as required by, and executed in accordance with the relevant provisions of, California Law.

Appears in 1 contract

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

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