Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. Upon the terms and subject to the conditions 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 the 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 Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & Mxxxx LLP, Embarcadero Center West, 200 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate articles of merger (the “Certificate Articles of Merger”) with the Secretary of State of the State of Delaware Nevada in accordance with the relevant provisions of Delaware Nevada Law (the time of such filing (or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate Articles of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate Articles of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & Mxxxx Xxxxx LLP, Embarcadero Center West, 200 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI hereof (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject to the conditions 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 the 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 Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “"Agreement” " as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of O’Melveny O'Melveny & Mxxxx Xxxxx LLP, Embarcadero Center West, 200 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject to the conditions 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 the State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing (filing, or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), Constituent Companies and specified in the Certificate of Merger) Merger to be the close of business on May 31, 2007, being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & Mxxxx Sayid and Associates LLP, Embarcadero Center West, 200 Xxxxxxx 400 Xxxx 00xx Xxxxxx, Xxxxx 00000X, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx 00000, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject to the conditions 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 the 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 Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined)Date. Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & Mxxxx LLP, Embarcadero Center West, 200 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties hereto, which shall be no earlier than October 1, 2006, and no later than the second business day five (5) Business Days after the satisfaction or waiver of the conditions set forth in ARTICLE VI Article VII (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL a Certificate of Merger (the "Certificate of Merger") (the time of such filing (with the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) , being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the The term “"Agreement” " as used herein refers collectively to this Agreement and Plan of Merger (Merger, as the same may be amended from time to time in accordance with time, and all schedules hereto (including Company Schedule and Parent Schedule). Unless this Agreement shall have been terminated pursuant to Section 8.1, the terms hereof) and the Certificate of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of O’Melveny & Mxxxx LLPGraubard Miller, Embarcadero Center West, 200 Xxxxxxx 600 Third Xxxxxx, Xxxxx 0000Xxx Xxrk, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be Xxxx 00000 xx x xxxx xxx xxxx xx xx specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date)Article VI, or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the "CERTIFICATE OF MERGER") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “Effective Time”"EFFECTIVE TIME") as soon as practicable on or after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”"CLOSING") shall take place at the offices of O’Melveny Skadden, Arps, Slate, Xxxxxxx & Mxxxx Xxxx LLP, Embarcadero Center West, 200 Xxxxxxx located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI (other than those conditions, conditions which by their terms, terms are to be satisfied at the Closing, but subject to the satisfaction or waived on the Closing Datewaiver thereof), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”"CLOSING DATE").

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL a Certificate of Merger (the "Certificate of Merger") (the time of such filing (with the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) , being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the The term “"Agreement” " as used herein refers collectively to this Agreement and Plan of Merger (Merger, as the same may be amended from time to time in accordance with the terms hereof) time, and all schedules hereto (including Company Schedule and Parent Schedule). Unless this Agreement shall have been terminated and the Certificate of Merger. The Merger herein contemplated shall have been abandoned pursuant to Section 7.1, the closing of the Merger (the “"Closing”") shall take place at the offices of O’Melveny & Mxxxx Pillsbury Winthrop LLP, Embarcadero Center West, 200 Xxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxxx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx, Xxx Xxxx 00000 at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date)Article VI, or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by (a) filing a certificate Certificate of merger Merger (the “"NJ Certificate of Merger”") with the Secretary of State of the State of Delaware New Jersey accordance with the relevant provisions of New Jersey and (b) filing a Certificate of Merger (the "NY Certificate of Merger") executed by Seller with the Secretary of State of the State of New York in accordance with the relevant provisions of Delaware New York Law (the time of such filing (filings, or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), parties and specified in the Certificate Certificates of Merger) , being the “"Effective Time”") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “"Agreement” " as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate Certificates of Merger. The closing of the Merger (the “"Closing”") shall take place at the offices of O’Melveny Kaufman & Mxxxx LLPMoomjian, Embarcadero Center WestLLC, 200 Xxxxxxx Xxxxxx00 Xxarlex Xxxxxergh Boulevxxx - Xxxxx 000, Xxxxx 0000Mixxxxx Xxxxx, Xxx XxxxxxxxxXxxx 00000, Xxxxxxxxxx, at a xx x time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date)Article VI, or at such other time, date and location as the parties hereto agree in writing (the “"Closing Date”").

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) in such mutually acceptable form with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law the DGCL (the “Merger Documents”) (the time of such filing (or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of MergerMerger Documents) being the “Effective Time”) ), as soon as practicable on or after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny Ellis, Funk, Gxxxxxxx, Lxxxxxxx & Mxxxx LLPDokson, Embarcadero Center WestP.C., 200 One Securities Centre, Suite 400, 3000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx00000, at a time and date to be specified by the parties heretoparties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE VI Article 6 (other than those conditions, which that by their terms, are to nature will be satisfied or waived on at the Closing Date), Closing) or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny Wxxxxx Xxxxxxx Xxxxxxxx & Mxxxx LLPRxxxxx, Embarcadero Center WestProfessional Corporation, 200 Xxxxxxx Xxxxxxlocated at 600 Xxxx Xxxx Xxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties heretoparties, which shall be no later than the second third business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI (other than those conditions, which that by their terms, terms are to be satisfied or waived on at the Closing DateClosing), or at such other time, date and location as the parties hereto agree in writing (writing. The date on which the Closing occurs is referred to herein as the “Closing Date.”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions provisions of this Agreement, ----------------------- the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "Certificate of -------------- Merger") (the time of such filing (or such later time as may be agreed in ------- writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being referred to herein as the “"Effective Time”") as soon as practicable on or --------------- after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term “"Agreement” " as used herein refers collectively to this --------- Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and Reorganization and the Certificate of Merger. The closing of the Merger and the other transactions contemplated hereby (the “"Closing”") shall take place at the offices of O’Melveny Xxxxxx Xxxxxxx Xxxxxxxx & Mxxxx LLP, Embarcadero Center West, 200 Xxxxxxx Xxxxxx, Xxxxx 0000------- Professional Corporation, Xxx Xxxxxxxxx000 Xxxx Xxxx Xxxx, XxxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, at a time and date to be specified by the parties hereto, which time and date shall be no later than the second (2/nd/) business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date)---------- hereof, or at such other timelocation, time and date and location as the parties hereto shall mutually agree in writing (the “date upon which the Closing actually occurs being referred to herein as the "Closing Date”").. ------------

Effective Time; Closing. Upon the terms and subject to the conditions 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 the State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing (filing, or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny Xxxxxx Xxxxxxx Xxxxxxxx & Mxxxx LLPXxxxxx, Embarcadero Center WestProfessional Corporation, 200 8911 Capital of Xxxxx Xxxxxxx XxxxxxXxxxx, Xxxxxxx 000, Xxxxx 0000, Xxx XxxxxxxxxXxxxxx, XxxxxxxxxxXxxxx, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

Effective Time; Closing. Upon the terms and subject Subject to the conditions 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 the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defineddefined below). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny Xxxxxx Xxxxxxx Xxxxxxxx & Mxxxx LLP, Embarcadero Center West, 200 Xxxxxxx Xxxxxx, Xxxxx 0000Professional Corporation, Xxx Xxxxxxxxxlocated at 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be specified by the parties heretoparties, which shall be no later than the second fifth business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI (other than those conditions, which that by their terms, terms are to be satisfied or waived on at the Closing DateClosing), or at such other time, date and location as the parties hereto agree in writing (writing. The date on which the Closing occurs is referred to herein as the “Closing Date.”).

Effective Time; Closing. Upon the terms and subject to the conditions 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 the State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing (filing, or such later time as may be agreed in writing by the Company and Parent prior to the Closing (as defined below), and specified in the Certificate of Merger) , being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny Wxxxxx Xxxxxxx Xxxxxxxx & Mxxxx LLPRxxxxx, Embarcadero Center WestProfessional Corporation, 200 8911 Capital of Txxxx Xxxxxxx XxxxxxXxxxx, Xxxxxxx 000, Xxxxx 0000, Xxx XxxxxxxxxXxxxxx, XxxxxxxxxxXxxxx, at a time and date to be specified by the parties hereto, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in ARTICLE Article VI (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver thereof), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).