The Closing of the Merger Sample Clauses

The Closing of the Merger. The closing of the transactions contemplated by this Agreement (other than the transactions contemplated by Section 2.01) (the “Merger Closing”) shall take place at the offices of Kxxxxxxx & Exxxx LLP located at 600 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the Closing Date as soon as practicable following, and subject to the occurrence of, the Securities Purchase Closing.
Sample 1
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The Closing of the Merger. At 10:00 a.m., Mexico City time, on the date that is the second Business Day after satisfaction or waiver of all the conditions set forth in Article 8, other than those conditions that by their terms are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions, unless another time or date is agreed to in writing by the parties hereto (such date, the “Closing Date”), the parties hereto shall take all actions necessary or desirable to file for and obtain the formal recordation and registration of the Merger Resolutions in the RPC. Each party hereto shall use its reasonable best efforts to take the actions necessary to cause the effectiveness of the Merger to occur simultaneously with the actions necessary to cause the effectiveness of the DIFA Merger to occur, together in one single transaction, subject to the satisfaction or waiver of the conditions set forth in Article 8 of this Agreement and in Article 10 of the DIFA Merger
Sample 1
The Closing of the Merger. The closing of the Merger (the "Closing") shall be held at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, on such date and at such time as may be mutually agreed upon, but on or prior to January 31, 1996, unless the parties agree otherwise. At the Closing, subject to the fulfillment or waiver of the conditions set forth in Articles IV and V hereof, (a) the parties shall cause the Merger to be consummated by the filing of a certificate of merger, executed and acknowledged in accordance with the DGCL, with the Secretary of State of Delaware, (b) the Seller shall deliver, assign, convey and transfer each share of Company Common Stock to Holdco, (c) Holdco shall deliver, assign, convey and transfer to the Seller the shares of Series B Preferred Stock that the Seller is entitled to pursuant to Section 1.3 hereof, and (d) Holdco shall transfer to the Seller (or an agent of the Seller, if previously designated in writing by the Seller) by wire of federal clearing house funds to such account or accounts as shall have been previously designated in writing by the Seller, the amount of cash (the "Cash Purchase Price") that the Seller is entitled to pursuant to Section 1.3 hereof; PROVIDED that an amount equal to $4,700,000 shall be wired to the escrow account subject to the Escrow Agreement referred to in Section 4.4(h) rather than directly to an account of the Seller. The date and time of the effectiveness of the Merger pursuant to the DGCL shall be herein called the "Effective Time."
Sample 1
The Closing of the Merger 
Sample 1

Related to The Closing of the Merger

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Effective Time of the Merger 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 the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

  • Merger Closing The Merger shall have been consummated.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

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