Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or waiver of the conditions set forth in Article VI hereof, the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 Delaware, or at such other time as the parties hereto 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., Eastern Standard Time, at the offices of the King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, xx at such other time and location as the parties hereto shall otherwise agree.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Showpower Inc), Agreement and Plan of Merger (General Electric Co)

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Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVIII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and merger, if applicable merger (the "Certificate of Merger"), ”) with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with with, the relevant provisions of, of the DGCL. The Merger shall become effective at DGCL (the date and time of such time as filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, (or at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the 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., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling LLP, 191 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Corn Products International Inc), Agreement and Plan of Merger And (Bunge LTD)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or waiver of conditions to the conditions Merger set forth in Article VI hereofVIII have been satisfied, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and mergermerger (in either case, if applicable (the "Certificate of Merger"), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 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 at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (the date and time the Merger becomes effective, Merger) being the "Effective Time"). On Immediately prior to such filing of the date Certificate of such filingMerger, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling LLP, 191 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Invivo Corp), Agreement and Plan of Merger (Intermagnetics General Corp)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVII, the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 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 at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (Merger) being the date and time the Merger becomes effective, the "Effective Time"). On Immediately prior to the date filing of such filingthe Certificate of Merger, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling LLP, 191 500 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ispat International Nv)

Effective Time; Closing. As promptly as practicable following (and in any event within five (5no later than 48 hours following) business days) after the satisfaction or or, if permissible by the express terms of this Agreement, waiver of the conditions set forth in Article VI hereofVII (or such other date as may be agreed by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with with, the relevant provisions of, of the DGCL and (ii) making all other filings and recordings required under the DGCL. The Merger shall become effective at such term “Effective Time” means the date and time as of the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, (or at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (the date and time the Merger becomes effective, the "Effective Time"Merger). On Immediately prior to the date filing of such filingthe Certificate of Merger, a closing (the "Closing") shall will be held at 10:00 a.m., Eastern Standard Time, at the offices of the King & SpaldingSheppard, 191 Xxxxxxxxx Xxxxxx, XxxxxxxMullin, Xxxxxxx 00000& Xxxxxxx LLP, xx at 00000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (or such other time and location place as the parties hereto may agree). The date on which the Closing shall otherwise agreeoccur is referred to herein as the “Closing Date.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVIII, the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with with, the relevant provisions of, of the DGCL. The Merger shall become effective at DGCL (the date and time of such time as filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, (or at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the 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., Eastern Standard Time, at the offices of the King O’Melveny & SpaldingXxxxx LLP, 191 Xxxxxxxxx Xxxxxx2765 Xxxx Xxxx Xxxx, XxxxxxxXxxxx Xxxx, Xxxxxxx Xxxxxxxxxx 00000, xx at such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date of the Closing is referred to as the “Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofIX, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and merger, if applicable merger (the "Certificate of Merger"), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the MergerDelaware, in such 3 7 form as is required by, and executed in accordance with with, the relevant provisions of, of the DGCL. The Merger shall become effective at DGCL (the date and time of such time as filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, (or at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (the date and time the Merger becomes effective, Merger) being the "Effective Time"). On Immediately prior to such filing of the date Certificate of such filingMerger, a closing of the Merger (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling, 191 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article IX.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dycom Industries Inc)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVII (but in no event earlier than August 21, 2005), the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 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 at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (the date and time the Merger becomes effective, Merger) being the "Effective Time"). On Immediately prior to such filing of the date Certificate of such filingMerger, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling LLP, 191 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)

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Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVII (but in no event earlier than August 21, 2005), the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 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 at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (Merger) being the date and time the Merger becomes effective, the "Effective Time"). On Immediately prior to such filing of the date Certificate of such filingMerger, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling LLP, 191 500 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVIII, the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with with, the relevant provisions of, of the DGCL. The Merger shall become effective at DGCL (the date and time of such time as filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, (or at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to such filing of the Certificate of Merger, a closing of the 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., Eastern Standard Time, at the offices of the King O’Melveny & SpaldingXxxxx LLP, 191 Xxxxxxxxx Xxxxxx0000 Xxxx Xxxx Xxxx, XxxxxxxXxxxx Xxxx, Xxxxxxx Xxxxxxxxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date of the Closing is referred to as the “Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cell Genesys Inc)

Effective Time; Closing. As promptly as practicable (practicable, and in any no event within later than five (5) business days) days after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVIII (other than those conditions that can only be satisfied on the Closing Date (as defined below)), including, without limitation, the approval of the Merger by an affirmative vote of the Requisite Majority, the parties hereto 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 Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 Delaware, in such form as is required by, and executed in accordance with, the DGCL. The term "Effective Time" means the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or at such other later time as may be agreed by the parties hereto agree shall be and specified in the Certificate of Merger (the date and time the Merger becomes effective, the "Effective Time"Merger). On Immediately prior to the date filing of such filingthe Certificate of Merger, a closing (the "Closing") shall will be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Kirkxxxx & SpaldingXllix, 191 Xxxxxxxxx Xxtigroup Center, 153 Xxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Xxx Xxxx 00000 (xx at such other time and location place as the parties hereto may agree). The date on which such Closing takes place shall otherwise agreebe referred to herein as the "Closing Date".

Appears in 1 contract

Samples: Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and mergermerger (in any case, if applicable (the "Certificate of Merger"), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 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 at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (Merger) being the date and time the Merger becomes effective, the "Effective Time"). On Immediately prior to such filing of the date Certificate of such filingMerger, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Krxxxx Xxxxx Xxxxxxxx & SpaldingFrxxxxx XLP, 191 Xxxxxxxxx Xxxxxx1100 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx XX 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barington/Hilco Acquisition Corp.)

Effective Time; Closing. As promptly as practicable (and in any event within five (5) business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI hereofVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and mergermerger (in any such case, if applicable (the "Certificate of Merger"), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 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 at such other later time as may be agreed by each of the parties hereto agree shall be and specified in the Certificate of Merger (Merger) being the date and time the Merger becomes effective, the "Effective Time"). On Immediately prior to such filing of the date Certificate of such filingMerger, a closing (the "Closing") shall be held at 10:00 a.m., Eastern Standard Time, at the offices of the King Shearman & SpaldingSterling LLP, 191 Xxxxxxxxx 500 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxxx 00000, xx at or such other time and location place as the parties hereto shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stmicroelectronics Nv)

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