Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in substantially the form of Exhibit A hereto, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), with the Delaware Secretary of State, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filings being, collectively, the "Effective Time"). Prior to such filing, a closing shall be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx Cohn, 0090 Xxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Ssi Acquisition Corp), Agreement and Plan of Merger (Saturn Electronics & Engineering Inc), Agreement and Plan of Merger (Smartflex Systems Inc)

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Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in substantially the form of Exhibit A hereto, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), ) with the Delaware Secretary of StateState of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law Law. 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 Parent shall agree (the date and time of such filings being, collectively, the "Effective Time"). Prior to such filing, a closing shall be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnSidley & Austin, 0090 Xxx Xxxxx Xxxxxxxx XxxxxxxxXxxxx, Xxxxxxx, Xxxxxxxx 00000, xx or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/)

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver waiv- er of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in substantially the form of Exhibit A hereto, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), ) with the Delaware Secretary of StateState of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions pro- visions of, Delaware Law Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as the parties hereto agree shall be specified in the Cer- tificate of Merger (the date and time of such filings being, collectivelythe Merger becomes effec- tive, the "Effective Time"). Prior to On the date of such filing, a closing shall be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnWachtell, 0090 Xxxxx Xxxxxxxx XxxxxxxxLipton, XxxxxxxRosex & Katz, Xxxxxxxx 0000000 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx such xxxh other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Calgene Inc /De/)

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII8, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in substantially the form of Exhibit A heretomerger, or certificate of ownership and merger if appropriate (in either such other form as case, the parties shall otherwise agree (the "Certificate of Merger"), with the Delaware Secretary of StateState of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of, Delaware Law of the DGCL (the date and time of such filings beingfiling, collectivelyor such later time as shall be agreed by Parent and the Company and specified in such filing, being the "Effective Time"). Prior to such filing, a closing shall be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnXxxxxxxx & Xxxxxxxx LLP, 0090 Xxxxx Xxxxxxxx Xxxxxxxx000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxxx 00000Xxxxxxxxxx, xx or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII8.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wind River Systems Inc), Agreement and Plan of Merger (Intel Corp)

Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in substantially the form of Exhibit A hereto, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), ) with the Delaware Secretary of StateState of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law Law. 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 Parent shall agree (the date and time of such filings being, collectively, the "Effective Time"). Prior to such filing, a closing shall be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnWeil, 0090 Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxxxx XxxxxxxxXxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, xx or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HSC Acquisition Corp), Agreement and Plan of Merger (Hills Stores Co /De/)

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Effective Time; Closing. As promptly as practicable ----------------------- after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in substantially the form of Exhibit A heretoeither case, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), ) with the Delaware Secretary of StateState --------------------- of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of, of Delaware Law (the date and time of such filings being, collectively, filing being the "Effective Time"). Prior to such filing, a closing shall -------------- be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnShearman & Sterling, 0090 Xxxxx Xxxxxxxx Xxxxxxxx000 Xxxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxxx 00000, xx or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr), Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr)

Effective Time; Closing. As promptly as practicable after the ----------------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in substantially the form of Exhibit A heretoeither case, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), ) with the Delaware Secretary of StateState of the --------------------- State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of, Delaware Law of the DGCL (the date and time of such filings being, collectively, filing being the "Effective Time"). Prior to such filing, a closing shall be held at -------------- the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnPillsbury Winthrop LLP, 0090 Xxxxx Xxxxxxxx Xxxxxxxx00 Xxxxxxx Xxxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxxx 00000, xx or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIIVIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Island Inc)

Effective Time; Closing. As promptly as practicable after ----------------------- the satisfaction or, if permissible, waiver of the conditions set forth in Article VIIVIII, the parties hereto shall cause the Merger to be consummated by ------------ filing this Agreement or a certificate of merger or certificate of ownership and merger (in substantially the form of Exhibit A heretoeither case, or in such other form as the parties shall otherwise agree (the "Certificate of Merger"), ) with the Delaware Secretary of StateState --------------------- of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of, of Delaware Law (the date and time of such filings being, collectively, filing being the "Effective Time"). Prior to such filing, a closing shall -------------- be held at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx CohnShearman & Sterling, 0090 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxxxxxx Xxxxxxxx000, XxxxxxxXxxxx Xxxx, Xxxxxxxx Xxxxxxxxxx 00000, xx or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.VIII hereto. ------------

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackbird Acquisition Inc)

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