Common use of Closing; Merger Effective Time Clause in Contracts

Closing; Merger Effective Time. As promptly as practicable, but in no event later than the later of (i) the third Business Day, after the satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing or on the Closing Date (including the Distribution), but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those conditions at the Closing) and (ii) the earlier of (A) the date during the Marketing Period to be specified by RMT Parent on no fewer than two Business Days’ notice to GPC (it being understood that such date may be conditioned upon the simultaneous completion of the Financings) and (B) the first Business Day following the final day of the Marketing Period, subject, in the case of each of clauses (A) and (B), to the continued satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing or on the Closing Date (including the Distribution), but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those conditions at the Closing), unless another date, time or place is agreed to in writing by GPC and RMT Parent, the Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the Parties and specified in the Certificate of Merger) being the “Merger Effective Time”). Immediately prior to the filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Closing; Merger Effective Time. As promptly as practicableUnless the Merger shall have been abandoned and this Agreement terminated pursuant to Section 8.1, but in the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Central time, remotely via the exchange of executed documents and the Closing deliverables on a date and time to be designated jointly by Remainco and Merger Partner, which shall be (a) no event later than the third (3rd) Business Day following the later of (i) the third Business Day, after the satisfaction or written waiver (where permissible under Applicable Law) of date on which the conditions set forth in Article VIII Articles VI and VII are satisfied or waived (other than those conditions that the conditions, which by their terms are to nature cannot be satisfied at until the Closing or on the Closing Date (including the Distribution)Closing, but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those each of such conditions at the Closing) and (ii) the earlier of (A) the date during the Marketing Period to be specified mutually agreed by RMT Parent on no fewer than two Business Days’ notice to GPC (it being understood that such date may be conditioned upon the simultaneous completion of the Financings) Xxxxxx Partner and Remainco and (B) the first Business Day following the final day of the Marketing Period, Period (subject, in the case of each of clauses (Aii)(A) and (Bii)(B), to the continued satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII Articles VI and VII (other than those conditions that the conditions, which by their terms are to nature cannot be satisfied at until the Closing or on the Closing Date (including the Distribution)Closing, but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those each of such conditions at the Closing), unless another date, ) or (b) such other date and time or as Merger Partner and Remainco may mutually agree. The date on which the Closing actually takes place is agreed referred to in writing by GPC and RMT Parentas the “Closing Date”. Subject to the provisions of this Agreement, the Parties shall cause the Merger to be consummated by filing a certificate of merger (satisfying the “Certificate applicable requirements of Merger”) the DLLCA shall be duly executed by Spinco and Merger Sub and concurrently with the Closing shall be filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, . The Merger shall become effective at the relevant provisions time of the DGCL (the date and time filing of such filing certificate of merger with the Secretary of State of the Certificate State of Merger (Delaware or at such later time as may be agreed designated jointly by each of the Parties Remainco and Merger Partner and specified in such certificate of merger (the Certificate time as of Merger) which the Merger becomes effective being referred to as the “Merger Effective Time”). Immediately prior to The Second Step Merger shall become effective as of immediately following (and substantially concurrently with) the filing of the Certificate of Merger, a closing Merger Effective Time (the “ClosingSecond Step Merger Effective Time”) ). Subject to Section 1.1(d), Merger Partner shall cause the Escrow Newco Merger to be held effected concurrently with the Second Step Merger at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.Second Merger Effective Time. 1.4

Closing; Merger Effective Time. As promptly as practicable, but in no event later than the later of (i) the third Business Day, after the satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing or on the Closing Date (including the Distribution), but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those conditions at the Closing) ), and (ii) the earlier of (A) the date during the Marketing Period to be specified by RMT Parent on no fewer than two Business Days’ notice to GPC LMC (it being understood that such date may be conditioned upon the simultaneous completion of the Financings) ), and (B) the first Business Day following the final day of the Marketing Period, subject, in the case of each of clauses Period (A) and (B), to the continued satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing or on the Closing Date (including the Distribution), but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those conditions at the Closing), unless another date, time or place is agreed to in writing by GPC LMC and RMT Parent), the Parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the Parties and specified in the Certificate of Merger) being the “Merger Effective Time”). Immediately prior to the filing of the Certificate of Merger, a closing (the “Closing”) shall be held at the offices of Xxxxx Xxxx & Xxxxxxxx Lovells US LLP, Columbia Square, 000 Xxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx, XX 00000, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.