The Merger Closing Clause Samples
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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").
(b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation").
(c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary.
(d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").
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 & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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.
The Merger Closing. Subject to the terms and conditions of this Agreement, Acquiror, Subsidiary, the Company, and the Shareholders agree as follows:
The Merger Closing. (a) As soon as practicable, and in any event not more than five Business Days, after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Parent shall file articles of merger with the State Corporation Commission of Virginia and the Maryland State Department of Assessments and Taxation (the "MSDAT") and make all other filings or recordings required by Virginia Law or Maryland Law in connection with the Merger. The Merger shall become effective (the "EFFECTIVE TIME") at the later of the time the Certificate of Merger is issued by the Virginia State Corporation Commission and the time a Certificate of Merger is issued by the MSDAT (or at such later time as may be specified in the Certificates of Merger) in accordance with the VSCA and Maryland Law. Upon and following the Merger, the separate existence of the Company shall cease, and Parent shall be the Surviving Corporation (the "SURVIVING CORPORATION") in the Merger and shall continue its corporate existence under the laws of the State of Maryland. The name of the Surviving Corporation shall continue to be "Mercantile Bankshares Corporation".
(b) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Parent, all as provided under Virginia Law and Maryland Law.
(c) The closing of the Merger (the "CLOSING") shall take place at such time and place as Parent and the Company shall agree, on the date when the Effective Time is to occur (the "CLOSING DATE").
The Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, as soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary 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, 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 such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the "Effective Time").
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the DGCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation").
(c) At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
(d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, at 10:00 a.▇. ▇▇▇▇l t▇▇▇, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date as is agreed to in writing by the parties hereto, provided that, notwithstanding any other provision of this
Section 2.1 (d), the Closing shall not be required to occur prior to January 4, 2006 (the actual time and date of ...
The Merger Closing. The Merger. 16 Section 2.2. Effects of the Merger 16 Section 2.3. Closing; Effective Time. 16 Section 2.4. Closing Deliverables. 17 Section 2.5. Governing Documents 18 Section 2.6. Directors and Officers 18 Section 2.7. Tax Free Reorganization Matters 18 Section 3.1. Conversion of Securities. 19 Section 3.2. Exchange Procedures. 19 Section 3.3. Treatment of Company Options and Company Restricted Stock. 20 Section 3.4. Withholding 21 Section 3.5. Dissenting Shares 21 Section 4.1. Company Organization 22 Section 4.2. Subsidiaries 22 Section 4.3. Due Authorization 22 Section 4.4. No Conflict 23 Section 4.5. Governmental Authorities; Consents 23 Section 4.6. Capitalization of the Company. 23 Section 4.7. Capitalization of Subsidiaries. 24 Section 4.8. Financial Statements 25 Section 4.9. Undisclosed Liabilities 26 Section 4.10. Litigation and Proceedings 26 Section 4.11. Legal Compliance. 26 Section 4.12. Contracts; No Defaults. 26 Section 4.13. Company Benefit Plans. 28 Section 4.14. Labor Relations; Employees. 30 Section 4.15. Taxes 31 Section 4.16. Brokers’ Fees 32 Section 4.17. Insurance 33 Section 4.18. Licenses 33 Section 4.19. Equipment and Other Tangible Property 33 Section 4.20. Real Property. 33 Section 4.21. Intellectual Property. 34 Section 4.22. Privacy and Cybersecurity. 35 Section 4.23. Environmental Matters 36 Section 4.24. Absence of Changes 36 Section 4.25. Anti-Corruption Compliance. 37 Section 4.26. Sanctions and International Trade Compliance. 37 Section 4.27. Information Supplied 37 Section 4.28. Customers and Suppliers. 37 Section 4.29. Government Contracts 38 Section 4.30. Sufficiency of Assets 38 Section 4.31. No Additional Representation or Warranties 38 Section 5.1. Company Organization 38 Section 5.2. Due Authorization. 39 Section 5.3. No Conflict 39 Section 5.4. Litigation and Proceedings 40 Section 5.5. SEC Filings 40 Section 5.6. Internal Controls; Listing; Financial Statements. 40 Section 5.7. Governmental Authorities; Consents 41 Section 5.8. Trust Account 41 Section 5.9. Investment Company Act; JOBS Act 42 Section 5.10. Absence of Changes 42 Section 5.11. No Undisclosed Liabilities 42 Section 5.12. Capitalization of Acquiror. 42 Section 5.13. Brokers’ Fees 44 Section 5.14. Indebtedness 44 Section 5.15. Taxes. 44 Section 5.16. Business Activities. 45 Section 5.17. NYSE Stock Market Quotation 46 Section 5.18. Registration Statement, Proxy Statement and Proxy Statement/Registration Statement 46 Section 5.19. No Outside Reliance 4...
The Merger Closing. At the closing of the Merger in accordance with the Merger Agreement, GDI shall deliver to each Purchaser (a) certificates representing shares of GDI Series A Preferred to be issued to the Purchasers pursuant to the Merger Agreement, which shall be in an amount calculated in accordance with Section 5 of the Merger Agreement and Section 1.2(b) hereof and (b) First Closing GDI Warrants to purchase First Closing GDI Warrant Shares in an amount calculated in accordance with Section 8 of the Merger Agreement and Section 1.2(b) hereof, in each case, registered in the name of each such Purchaser.
The Merger Closing. (a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as defined in Section 1.2 hereof), the Company shall merge with and into iPCS. iPCS shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate.
(b) Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") will take place at 10:00 a.m. no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VIII hereof (other than those conditions which relate to actions to be taken at the Closing) (the "Closing Date"), at the offices of Mayer, Brown, ▇▇▇▇ & Maw LLP unless another time, date or place is agreed to in writing by the parties hereto.
The Merger Closing. 6 2.1 The Merger...................................................... 6 2.2 Effect of the Merger............................................ 6 2.3 Consummation of the Merger...................................... 6
The Merger Closing. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law ("DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time and the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation under the Laws of the State of Delaware (the "Surviving Corporation"). Subject to the provisions of this Agreement, the Company and Merger Sub shall file a certificate of merger (the "Certificate of Merger") in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger (or at such later time reflected in such Certificate of Merger as shall be agreed to by Parent and the Company). The date and time when the Merger shall become effective is referred to herein as the "Effective Time."
(b) The closing of the Merger (the "Closing") shall be held at the offices of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, 4 Ti▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ soon as practicable, but in any event within three (3) Business Days after the last of the conditions (excluding conditions that, by their nature, cannot be satisfied until the Closing Date) set forth in Article VII is satisfied or waived or at such other time and date as the parties shall agree in writing. Such date is referred to herein as the "Closing Date."
(c) From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in Section 259 of the DGCL.