Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto), 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, in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the date and time of the filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the "Closing") will be held at the offices of Parent, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as the parties hereto may agree).

Effective Time; Closing. As promptly as practicable (and in no any event later than the third within five (5) business day following days) after the satisfaction or, if permissible, or waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VI hereof, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and merger, if applicable (the "Certificate of Merger") ), with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL in connection with the Merger, in such 3 7 form as is required by, and executed in accordance with the relevant provisions of, the DGCL. 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 such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the date and time of the filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later the date and time as may be agreed upon in writing by each of the parties hereto and specified in Merger becomes effective, the Certificate of Merger"Effective Time"). Immediately prior to On the filing date of the Certificate of Mergersuch filing, a closing (the "Closing") will shall be held at 10:00 a.m., Eastern Standard Time, at the offices of Parentthe King & Spalding, 0000 Xxxxxxxx191 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000 (or Xxxxxxx 00000, xx at such other place time and location as the parties hereto may shall otherwise agree).

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following the satisfaction or, if permissible, waiver of after the conditions to the Merger set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VIII have been satisfied, 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 either case, 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 Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the "Effective Time"). Immediately prior to the such filing of the Certificate of Merger, a closing (the "Closing") will shall be held at the offices of ParentShearman & Sterling LLP, 0000 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VIII, 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 any such case, 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 Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the such filing of the Certificate of Merger, a closing (the "Closing") will shall be held at the offices of ParentShearman & Sterling LLP, 0000 Xxxxxxxx000 Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000 (Xxxxxxxxxx 00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VII, 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, in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the filing of the Certificate of Merger, a closing (the "“Closing"”) will shall be held at the offices of ParentShearman & Sterling LLP, 0000 Xxxxxxxx500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)IX, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and 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 Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the "Effective Time"). Immediately prior to the such filing of the Certificate of Merger, a closing of the Merger (the "Closing") will shall be held at the offices of ParentShearman & Sterling, 0000 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article IX.

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VIII, 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 any such case, 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 Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the such filing of the Certificate of Merger, a closing (the "Closing") will shall be held at the offices of ParentShearman & Sterling LLP, 0000 Xxxxxxxx500 Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000 (Xxxxxxxxxx 00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VIII.

Effective Time; Closing. As promptly as practicable practicable, and in no event later than the third five business day following days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII VIII (other than those conditions providing for the delivery of opinions, documents or certificates at that can only be satisfied on the Closing Date (as defined below)) (or such other date as may be agreed in writing by each ), including, without limitation, the approval of the parties hereto)Merger by an affirmative vote of the Requisite Majority, 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, in such form as is required by, and executed in accordance with, the relevant provisions of Delaware LawDGCL. The term "Effective Time" means the date and time of the filing with, and of the acceptance for record by, Certificate of Merger with the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the "Closing") will be held at the offices of ParentKirkxxxx & Xllix, 0000 XxxxxxxxXxtigroup Center, 153 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or xx such other place as the parties hereto may agree). The date on which such Closing takes place shall be referred to herein as the "Closing Date".

Effective Time; Closing. As promptly as practicable following (and in no event later than the third business day following 48 hours following) the satisfaction or, if permissiblepermissible by the express terms of this Agreement, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto), the parties hereto shall cause the Merger to be consummated by (i) filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Lawthe DGCL and (ii) making all other filings and recordings required under the DGCL. The term "“Effective Time" ” means the date and time of the filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger). Immediately prior to the filing of the Certificate of Merger, a closing (the "“Closing"”) will be held at the offices of ParentSheppard, 0000 XxxxxxxxMullin, Xxxxxxx & Xxxxxxx LLP, at 00000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxx XxxxXxxxx, Xxx Xxxx Xxxxxxxxxx 00000 (or such other place as the parties hereto may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other but in no event earlier than conditions providing for the delivery of opinionsAugust 21, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto2005), 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, in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the "Effective Time"). Immediately prior to the such filing of the Certificate of Merger, a closing (the "Closing") will shall be held at the offices of ParentShearman & Sterling LLP, 0000 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other but in no event earlier than conditions providing for the delivery of opinionsAugust 21, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto2005), 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, in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the such filing of the Certificate of Merger, a closing (the "“Closing"”) will shall be held at the offices of ParentShearman & Sterling LLP, 0000 Xxxxxxxx500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VII.

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VIII, 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, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the such filing of the Certificate of Merger, a closing of the Merger (the "“Closing"”) will shall be held at the offices of ParentO’Melveny & Xxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000 (Xxxxx Xxxx, Xxxxxxxxxx 00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VIII. The date of the Closing is referred to as the “Closing Date.”

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than conditions providing for the delivery of opinions, documents or certificates at the Closing (as defined below)) (or such other date as may be agreed in writing by each of the parties hereto)VIII, 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, Delaware in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the such filing of the Certificate of Merger, a closing of the Merger (the "“Closing"”) will shall be held at the offices of ParentO’Melveny & Xxxxx LLP, 0000 Xxxxxxxx, Xxx 2765 Xxxx Xxxx Xxxx, Xxx Xxxx 00000 (or Xxxxx Xxxx, Xxxxxxxxxx 00000, xx such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VIII. The date of the Closing is referred to as the “Closing Date.”

Effective Time; Closing. As promptly as practicable and in no event later than the third business day following after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII (other than those conditions providing for the delivery of opinions, documents or certificates that by their nature are to be satisfied at the Closing (as defined below)) (or such other date as may be agreed in writing by each Closing, it being understood that the occurrence of the parties heretoClosing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), 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 any case, 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 Delaware Law. The term "Effective Time" means the DGCL (the date and time of the such filing with, and the acceptance for record by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed upon in writing by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). Immediately prior to the such filing of the Certificate of Merger, a closing (the "“Closing"”) will shall be held at the offices of ParentKrxxxx Xxxxx Xxxxxxxx & Frxxxxx XLP, 0000 1100 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (XX 00000, or such other place as the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may agree)be, of the conditions set forth in Article VII.