Common use of Merger Closing Clause in Contracts

Merger Closing. Unless this Agreement shall have been terminated pursuant to Section 2.03, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the Merger and the other transactions contemplated hereby (the “Merger Closing” or the “Merger Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”), or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, the IPO Closing. The Merger Closing shall take place at the offices of Gxxxxxx Procter llp, 600 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, or as mutually agreed between the Company and PGI. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Merger Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Company.

Appears in 1 contract

Samples: Agreement And (Otto Alexander)

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Merger Closing. Unless this Agreement shall have been terminated pursuant to Section 2.03, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the Merger and the other transactions contemplated hereby (the “Merger Closing” or the “Merger Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”), or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, the IPO Closing. The Merger Closing shall take place at the offices of Gxxxxxx Xxxxxxx Procter llpLLP, 600 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, or as mutually agreed between the Company and PGICosmos. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Merger Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paramount Group, Inc.)

Merger Closing. Unless this Agreement shall have been terminated pursuant to Section 2.03, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the Merger and the other transactions contemplated hereby (the “Merger Closing” or the “Merger Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”), or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, the IPO Closing. The Merger Closing shall take place at the offices of Gxxxxxx Xxxxxxx Procter llpLLP, 600 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, or as mutually agreed between the Company and PGI. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Merger Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paramount Group, Inc.)

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Merger Closing. Unless this Agreement shall have been terminated pursuant to Section 2.03, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the Merger and the other transactions contemplated hereby (the “Merger Closing” or the “Merger Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”), or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, the IPO Closing. The Merger Closing shall take place at the offices of Gxxxxxx Procter llp, 600 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, or as mutually agreed between the Company and PGICosmos. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Merger Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otto Alexander)

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