Effective Time; Closing Sample Clauses

Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the "CERTIFICATE OF MERGER") with the Secretary of State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSING") shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "CLOSING DATE").
Effective Time; Closing. As promptly as practicable (and in any event within three business days) after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the parties shall cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and merger, if applicable (the “Certificate of Merger”), with the Secretary of State of the State of Louisiana and by making all other filings or recordings required under the LBCL in connection with the Merger, in such form as is required by, and executed in accordance with the relevant provisions of, the LBCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Louisiana, or at such other time (but not earlier than the time which the Certificate of Merger is filed) as the parties agree shall be specified in the Certificate of Merger (the date and time the Merger becomes effective, the “Effective Time”). On the date of such filing, a closing (the “Closing”) shall be held at 10:00 a.m., local Atlanta time, at the offices of the King & Spalding LLP, 191 Peachtree Street, Atlanta, Georgia 30303, or at such other time and location as the parties shall otherwise agree.
Effective Time; Closing. As promptly as ----------------------- practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the Secretary of State of the State of Tennessee (the "Articles of Merger"), in such form as ------------------ is required by, and executed in accordance with the relevant provisions of, Tennessee Law (the date and time of such filing being the "Effective --------- Time"). Prior to such filing, a closing shall be held at the offices of ---- Shearman & Sterling, 599 Lexington Avenue, New York, New York, 10022, 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 VI.
Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI, the parties hereto shall cause the Merger to be consummated by duly 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, Delaware Law (the date and time of such filing being the “Effective Time”) and as mutually agreed to by the Company and Parent. Prior to such filing, a closing (the “Closing”) shall be held at the offices of Baker Botts L.L.P. in Houston, Texas, 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 VI. The date of the Closing is herein called the “Closing Date.”
Effective Time; Closing. Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware and Utah Department of Commerce, Division of Corporations, in accordance with the relevant provisions of the DGCL and UBCA a Certificate of Merger and/or Articles of Merger (the "Certificate of Merger") (the time of such filing with the Secretary of State of the State of Delaware and Utah Department of Commerce, Division of Corporations, or such later time as may be agreed in writing by the Company and Eneco and specified in the Certificate of Merger, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The term "Agreement" as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and Eneco Schedule). Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") shall take place at the offices of Blackburn & Stoll LLC, 257 East 200 South, Suite 800, Salt Lake City, UT 84111 at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").
Effective Time; Closing. As promptly as practicable and in no event later than the first business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (or such other date as may be agreed in writing by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by filing articles of merger (the "Articles of Merger") with the Secretary of State of the Commonwealth of Massachusetts in such form as is required by, and executed in accordance with, the relevant provisions of the MBCL. The term "Effective Time" means the date and time of the filing of the Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts (or such later time as may be agreed in writing by each of the parties hereto and specified in the Articles of Merger). Immediately prior to the filing of the Articles of Merger, a closing will be held at the offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022 (or such other place as the parties may agree).
Effective Time; Closing. As promptly as practicable (and in any event within two (2) business days) after the satisfaction or, if permissible, waiver of the conditions set forth in Article 8, the parties hereto shall cause the Merger to be consummated by filing an agreement of merger or certificate of ownership with the Secretary of State of the State of California, in such form as is required by, and executed in accordance with, the relevant provisions of the CGCL (the date and time of such filing, or such later time as shall be agreed by Parent and the Company and specified in such filing, being the “Effective Time”). Prior to such filing, a closing shall be held at the offices of O’Melveny & Myers LLP, 610 Newport Center Drive, Newport Beach, California, 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 8. The date on which the closing occurs is referred to in this Agreement as the “Closing Date.” Notwithstanding anything to the contrary set forth in this Agreement, if (i) there exists an uncured Financing Failure on any scheduled Closing Date, (ii) such Financing Failure impedes the ability of Parent or Purchaser to obtain the Financing and pay for Company Shares in the Merger, and (iii) each of the conditions set forth in Article 8 shall otherwise have been satisfied or waived, then Purchaser shall be permitted to delay the Closing Date and the Effective Time for a period of up to ninety (90) days to permit such Financing Failure to be cured; provided, however, that notwithstanding any other provision of this Agreement, in the event Purchaser elects to delay the Closing Date pursuant to and in accordance with this Section 3.2, then each of Parent and Purchaser shall be deemed to have irrevocably waived all of the conditions set forth in Section 8.1.
Effective Time; Closing. As soon as practicable but in no event later than the fifth business day after the satisfaction or waiver of the conditions described in Article VII hereof, (a) if a vote of Shareholders is required to effect the Merger, the Company and the Purchaser shall execute in the manner required by the New Jersey Act and deliver to the Secretary of State of the State of New Jersey a duly executed and verified certificate of merger or (b) if the Merger may be consummated without a vote of Shareholders, Purchaser shall execute in the manner required by the New Jersey Act and deliver to the Secretary of State of New Jersey a duly executed and verified certificate of merger. The parties shall take such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective upon filing of the certificate of merger, unless a later time is specified in such certificate. The time the Merger becomes effective in accordance with applicable law is referred to as the "Effective Time."
Effective Time; Closing. As promptly as practicable, and in no event later than five Business Days after the satisfaction or (to the extent permitted by applicable law), waiver of the conditions set forth in Article VII (other than those conditions that only can be satisfied on the Closing Date), the parties hereto shall cause the Merger to be consummated by filing this Agreement and certain officers' certificates with the Secretary of State of the State of California, in such form as is required by and executed in accordance with the CCC (the "California Merger Filings"). Immediately prior to the filing of the California Merger Filings, a closing will be held at 10:30 a.m., New York time, at the offices of Greenberg Traurig, LLP, 2450 Colorado Avenue, Santa Monica, California 90404 (the "CLOSING") on or about March 15, 2002, or such other place, date and time as the parties mutually may agree. The date on which such Closing occurs being hereafter referred to as the "CLOSING DATE".