Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Brobxxx, Xxlexxx & Xarrxxxx XXX, One Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is located, in accordance with the relevant provisions of the DGCL (the time of such filing being the "Effective Time").

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)

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Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Brobxxx, Xxlexxx & Xarrxxxx XXX, One XxxxxxTwo Embarcadero Place, Xxxxx Xxxxxx Xxxxx2200 Xxxx Xxxx, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx XX 00000, xx at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable at such time mutually agreed upon by Acquiror and Target, but no later than five (5) Business Days after the satisfaction or waiver of each of the conditions set forth in Article VI Section 7 hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, Xxlexxx & Xarrxxxx XXX, One 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx Xxxx XX 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedState, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such the filing of the Certificate of Merger being the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxXxxxxxx, Xxlexxx Xxxxxxx & Xarrxxxx XXXXxxxxxxx LLP, One Xxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is located, in accordance with the relevant provisions of the DGCL (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan (Medicus Systems Corp /De/)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable at such time mutually agreed upon by Acquiror and the Company, but no later than two (2) Business Days after the satisfaction or waiver of each of the conditions set forth in Article VI Section 7 hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxDLA Piper LLP (US), Xxlexxx & Xarrxxxx XXX, One Xxxxxx0000 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxx0000, Xxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedState, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").. 2.3

Appears in 1 contract

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

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place at such time as soon as practicable is mutually agreed upon by Acquiror and Target, but no later than two (2) Business Days after the satisfaction or waiver of each of the conditions set forth in Article VI Section 7 hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxPillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, Xxlexxx & Xarrxxxx XXX, One 2000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx Xxxx XX 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedState, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such the filing and acceptance of the Certificate of Merger being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (INPHI Corp)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxXxxxxxx, Xxlexxx Xxxxxxx & Xarrxxxx XXXXxxxxxxx LLP, One XxxxxxTwo Embarcadero Place, Xxxxx Xxxxxx Xxxxx2200 Geng Road, Xxx XxxxxxxxxPalo Alto, Xxxxxxxxxx 00000California, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Closing; Effective Time. The closing of the transactions ----------------------- contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxPaul, Xxlexxx Hastings, Xxxxxxxx & Xarrxxxx XXXXxxxxx LLP, One XxxxxxSeventeenth Floor, Xxxxx 000 Xxxx Xxxxxx Xxxxx, Xxx XxxxxxxxxXxxxx Xxxx, Xxxxxxxxxx 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Acquisition Agreement (Autoweb Com Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof (which the parties anticipate to be May 15, 1997) or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Brobxxx, Xxlexxx & Xarrxxxx XXX, One Xxxxxx1633 Broadway, Xxxxx Xxxxxx Xxxxx47th Floor, Xxx XxxxxxxxxNew York, Xxxxxxxxxx 00000New York, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger attached hereto as Exhibit A (the "Certificate of Merger") with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "ClosingCLOSING") shall take place as soon promptly as practicable after the satisfaction or or, if permissible, waiver of each of the conditions set forth in Article VI VII hereof or at such other time as the parties hereto agree (the "Closing DateCLOSING DATE"). The Closing shall take place at the offices of BrobxxxXxxxxxx, Xxlexxx Xxxxxxx & Xarrxxxx XXXXxxxxxxx LLP, One 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx0000, Xxx XxxxxxxxxXxxxxx, Xxxxxxxxxx 00000, xx at Xxxxx or such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the Certificate of Merger "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware Delaware, in such form as required by, and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is located, executed in accordance with the relevant provisions of the DGCL of, Delaware Law (the date and time of such filing being the "Effective TimeEFFECTIVE TIME").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ods Networks Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxPaul, Xxlexxx Hastings, Janoxxxx & Xarrxxxx Xalkxx XXX, One XxxxxxSeventeenth Floor, Xxxxx 695 Xxxx Xxxxxx Xxxxx, Xxx XxxxxxxxxXxxxx Xxxx, Xxxxxxxxxx 00000, xx at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Acquisition Agreement (Autobytel Com Inc)

Closing; Effective Time. The Subject to the conditions contained herein, the closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after commenced at 9:00 A.M., local time, on the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place date hereof, at the offices of BrobxxxXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, Xxlexxx & Xarrxxxx XXX, One Xxxxxx, Xxxxx 0000 Xxxxxx Xxxxxxx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000, xx at such other location . The date of the Closing is sometimes herein referred to as the parties hereto agree“Closing Date” and the Closing shall be effective as of the Effective Time (defined below). In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bonds.com Group, Inc.)

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Closing; Effective Time. The closing of the transactions contemplated hereby (the "ClosingCLOSING") shall take place as soon as practicable practicable, but no later than two (2) business days, after the satisfaction or waiver of each of the conditions set forth in Article VI hereof Section 6 hereof, or at such other time as the parties hereto agree (the "Closing DateCLOSING DATE"). The Closing shall take place at the offices of BrobxxxGray Cary Ware & Freidenrich LLP, Xxlexxx & Xarrxxxx XXX400 Hamilton Avenue, One XxxxxxPalo Alto, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000CA 00001, xx at such xx xuch other location as the parties hereto ax xxx xxxxxxx xxxxxx agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the a Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is located, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective TimeEFFECTIVE TIME").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Nexprise Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Brobxxx, Xxlexxx & Xarrxxxx XXX, One Xxxxxx4675 XxxXxxxxx Xxxxx, Xxxxx Xxxxxx 0000, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000Xxxxxxxxxx, xx at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxXxxxxxx, Xxlexxx Xxxxxxx & Xarrxxxx XXXXxxxxxxx LLP, One XxxxxxTwo Embarcadero Place, Xxxxx Xxxxxx Xxxxx0000 Xxxx Xxxx, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Recorder Secretary of State of the County in which the registered office State of each of Medicus and Merger Sub is locatedWashington, in accordance with the relevant provisions of the DGCL Delaware Law and Washington Law (the time of the last such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable at such time mutually agreed upon by Acquiror and Target, but no later than two (2) Business Days after the satisfaction or waiver of each of the conditions set forth in Article VI Section 7 hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, Xxlexxx & Xarrxxxx XXX, One 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx Xxxx XX 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedState, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such the filing and acceptance of the Certificate of Merger being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (INPHI Corp)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxBrobeck, Xxlexxx Phleger & Xarrxxxx XXXHarrison LLP, One XxxxxxTwo Embarcadero Place, Xxxxx Xxxxxx Xxxxx2200 Geng Roax, Xxx XxxxxxxxxXxxx Alxx, Xxxxxxxxxx 00000Xxlifxxxxx, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger Merger, together with the required officers' certificates and certified resolutions of the boards of directors of Target and Acquisition Sub, with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Softnet Systems Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Brobxxx, Xxlexxx & Xarrxxxx XXX, One XxxxxxTwo Embarcadero Place, Xxxxx Xxxxxx Xxxxx2200 Xxxx Xxxx, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, xx at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Recorder Secretary of State of the County in which the registered office State of each of Medicus and Merger Sub is locatedWashington, in accordance with the relevant provisions of the DGCL Delaware Law and Washington Law (the time of the last such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

Closing; Effective Time. The closing of the transactions contemplated hereby (the "Closing") shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VI hereof or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of BrobxxxPaul, Xxlexxx Hastings, Jxxxxxxx & Xarrxxxx XXXWxxxxx LLP, One XxxxxxSeventeenth Floor, Xxxxx 600 Xxxx Xxxxxx Xxxxx, Xxx XxxxxxxxxXxxxx Xxxx, Xxxxxxxxxx 00000, xx or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware and with the Recorder of the County in which the registered office of each of Medicus and Merger Sub is locatedDelaware, in accordance with the relevant provisions of the DGCL Delaware Law (the time of such filing being the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hycor Biomedical Inc /De/)

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