Merger Closing Effective Time Clause Samples
Merger Closing Effective Time. (a) Subject to the provisions of this Agreement and pursuant to the DGCL (including Section 251(h) of the DGCL), the closing of the Merger (the “Merger Closing”) will take place at the offices of Ropes & ▇▇▇▇ LLP, 1211 Avenue of the Americas, New York, New York, promptly, but in no event later than the second (2nd) Business Day, after the satisfaction or waiver of the conditions set forth in Section 6.1 (excluding conditions that, by their terms, cannot be satisfied until the Merger Closing, but subject to the satisfaction or waiver of such conditions at the Merger Closing), or at such other place or on such other date as Parent and the Company may mutually agree. At the Merger Closing, the parties hereto will 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 required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by Merger Sub and the Company, being hereinafter referred to as the “Effective Time”).
Merger Closing Effective Time. 1. The Merger. . . . . . . . . . . . . . . . . . . . .1 1.2. Closing . . . . . . . . . . . . . . . . . . . . . .2 1.3. Effective Time. . . . . . . . . . . . . . . . . . .2
Merger Closing Effective Time. The consummation of the Merger and the transactions related to the Merger contemplated by this Agreement (the “Merger Closing”) shall take place remotely via the exchange of the requisite documents and signatures at 1:00 p.m. (Eastern time) on a date to be designated by Parent, which shall be no later than the first Business Day of the first month that is no less than thirty (30) days and no greater than sixty (60) days after the date that the Company provides written notice of the Commercial Milestone Achievement (as defined below) to Parent (subject to the satisfaction or waiver of the other conditions set forth in Sections 7 and 8 (other than conditions to be satisfied by the delivery of documents by the parties or the delivery of funds by Parent at the Merger Closing, but subject to the satisfaction or waiver of such conditions at the Merger Closing)) or at such time and date as Parent and Company may agree upon. The date on which the Merger Closing actually takes place is referred to in this Agreement as the “Merger Closing Date.” Contemporaneously with the Merger Closing, a properly executed certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective as of the time that the Certificate of Merger is filed and accepted by the Secretary of State of the State of Delaware (the “Effective Time”).
Merger Closing Effective Time