The Mergers Closing Sample Clauses

The Mergers Closing. (a) The closing of the Merger (the “Closing”) shall take place as soon as reasonably practicable, but in any event no later than three (3) Business Days, after the date the conditions set forth in ‎Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Acquiror and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”
Sample 1
AutoNDA by SimpleDocs
The Mergers Closing. 17 Section 2.1. The Mergers. 17 Section 2.2. Closing. 17 Section 2.3. Effective Times. 17 Section 2.4. Closing Deliverables. 18 Section 2.5. Transaction Consideration Schedule. 19 Section 2.6. Governing Documents. 19 Section 2.7. Directors and Officers. 19 Article III EFFECTS OF THE MERGERS; CONSIDERATION. 20 Section 3.1. Effects of the Mergers. 20 Section 3.2. Conversion of Securities. 20 Section 3.3. Exchange Procedures. 22 Section 3.4. Dissenters Rights. 24 Section 3.5. Withholding. 24 Article IV REPRESENTATIONS AND WARRANTIES OF THE Company. 24 Section 4.1. Company Organization. 24 Section 4.2. Subsidiaries. 24 Section 4.3. Due Authorization. 25 Section 4.4. No Conflict. 25 Section 4.5. Governmental Authorities; Consents. 26 Section 4.6. Capitalization. 26 Section 4.7. Capitalization of Subsidiaries. 27 Section 4.8. SEC Filings. 27 Section 4.9. Financial Statements. 28 Section 4.10. Undisclosed Liabilities. 29 Section 4.11. Litigation and Proceedings. 29 Section 4.12. Legal Compliance. 29 Section 4.13. Contracts; No Defaults. 29 Section 4.14. Company Benefit Plans. 31 Section 4.15. Labor Relations; Employees. 32 Section 4.16. Taxes. 32 Section 4.17. Insurance. 34 Section 4.18. Licenses. 34 Section 4.19. Equipment and Other Tangible Property. 35 Section 4.20. Real Property. 35 Section 4.21. Intellectual Property. 36 Section 4.22. Environmental Matters. 38 Section 4.23. Absence of Changes. 39 Section 4.24. Anti-Corruption Compliance. 39 Section 4.25. [Reserved]. 39 Section 4.26. Information Supplied. 39 Section 4.27. Transactions with Affiliates. 39 Section 4.28. MIT Merger Agreement. 40 Section 4.29. Opinion of Financial Advisor. 40 Section 4.30. State Takeover Laws. 40 Section 4.31. Brokers’ Fees. 40 Section 4.32. No Additional Representation or Warranties; No Reliance. 40
Sample 1
The Mergers Closing. 2 2.1. The Mergers. 2 2.2. Directors and Officers. 3 2.3. Certificate of Incorporation and Bylaws. 3
Sample 1
The Mergers Closing. 16 Section 3.01 The Mergers. 16 Section 3.02 Closing. 16 Section 3.03 Effective Time. 17 Section 3.04 Effect of the Mergers. 17 Section 3.05 Governing Documents. 18 Section 3.06 Sole Director of the Surviving Entity/Company. 18 Section 3.07 Effect of Mergers on Share Capital 18 Section 3.08 Withholding Rights. 21
Sample 1
The Mergers Closing. Section 2.1
Sample 1
The Mergers Closing. 2 2.1. The Mergers.....................................................2 2.2.
Sample 1
The Mergers Closing 
Sample 1Sample 2Sample 3See All (38)
AutoNDA by SimpleDocs

Related to The Mergers Closing

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Merger Closing The Merger shall have been consummated.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • 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”).

  • First Closing The First Closing shall have occurred.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • 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.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.