Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. On the second Business Day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, the “Closing Date”). On the Closing Date, WebMD shall file 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”).

Effective Time; Closing. On The closing of the second Business Day following Merger (the “Closing”) shall take place at 5:30 a.m., Pacific time, on a date to be specified by the parties hereto, which shall be no later than the third business day after the satisfaction or, if permissible, or (to the extent permitted by Law) waiver of all of the conditions set forth in Article VIII VII (other than those conditions that by their nature are to be satisfied at the “Satisfaction Date”Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such conditions at the Closing), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx Xxxxxx LLP, Times Square Tower, 7 Xxxxx 0000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, unless another time, date or such other place as is agreed to in writing by 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 VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the hereto. The date of on which the Closing is to a date that take place is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, in this Agreement as the “Closing Date”). On .” At the Closing DateClosing, WebMD the parties hereto shall file 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”).

Effective Time; Closing. On the second Business Day As promptly as practicable following the satisfaction or, if permissiblepermissible by the express terms of this Agreement, waiver of the conditions set forth in Article VIII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place date as may be agreed by each of 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 VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to ashereto), the “Closing Date”). On parties hereto shall cause the Closing Date, WebMD shall file Merger to be consummated by (i) filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State States of (A) the State of Delaware, Delaware and (B) the State of Texas in such form forms as is required by, and executed in accordance with, the relevant provisions of the DGCL and the TLLCA, respectively, and (ii) making all other filings and recordings required under the DGCL and the TLLCA, respectively, including proxy materials in accordance with Schedule 14A under the Exchange Act that set forth, among other things, the proposed officers and directors of Parent and Merger Sub after the Closing. The term “Effective Time” means the date and time of such the 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 ). Immediately prior to the filing of the Certificate of Merger, a closing (the “Effective TimeClosing”) will be held at the offices of Pxxxxx Bxxxx LLP (“Pxxxxx Bxxxx”), 2000 Xxxx Xxxxxx, Suite 3000, Dallas, Texas (or such other place as the parties may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.” The parties hereby agree to use their commercially reasonable best efforts to satisfy all conditions to Closing set forth in Article VIII and timely consummate the Merger contemplated herein.

Effective Time; Closing. On As promptly as practicable and in no event later than the second Business Day business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII VII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place date as may be agreed in writing by each of the parties hereto), the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII; provided, however, that, if cause (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating Reverse Merger to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, the “Closing Date”). On the Closing Date, WebMD shall file 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 the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term “Effective Time” means the date and time of such the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger) being ). Immediately prior to the filing of the Certificate of Merger, a closing (the “Effective TimeClosing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx 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. On Upon the second Business Day following terms and subject to the satisfaction orconditions hereof, if permissible, waiver the closing of the conditions set forth in Article VIII (the “Satisfaction Date”), a closing Merger and other transactions as provided herein (the “Closing”) will take place at 10:00 a.m. local time on the day which is within three (3) Business Days following the date on which all conditions to Closing shall have been satisfied or waived (other than those that by their terms are not contemplated to be held satisfied until the Closing, but subject to the fulfillment or waiver of such conditions), at the offices of O’Melveny Sheppard, Mullin, Xxxxxxx & Mxxxx Xxxxxxx, LLP, Times Square Tower, 7 Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time and place as the parties hereto may mutually agree in writing. If elected by the Company and Buyer, the Closing shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, take place by electronic transfer of the conditions set forth in Article VIII; provideddeliverables, however, that, if (a) or by other means mutually agreeable to the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture Company and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the Buyer. The date of on which the Closing to a date that occurs is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, herein as the “Closing Date”). On Upon the terms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, WebMD shall file the parties hereto will cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit B (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, with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL (in connection with the date and Merger. The Merger shall become effective at such time of as such filing of the Certificate of Merger (is submitted for filing with the Delaware Secretary of State or at such later other time as may be indicated therein and agreed by each of Buyer and the parties hereto and specified in the Certificate of Merger) being Company (the “Effective Time”).

Effective Time; Closing. On the second Business Day As promptly as practicable (but in no event later than three (3) business days) following the satisfaction or, if permissiblepermissible by the express terms of this Agreement, waiver of the conditions set forth in Article VIII VII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place date as may be agreed by each of 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 VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to ashereto), the “Closing Date”). On parties hereto shall cause the Closing Date, WebMD shall file 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 the DGCL and (ii) making all other filings and recordings required under the DGCL. The term “Effective Time” means the date and time of such the 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 ). Immediately prior to the filing of the Certificate of Merger, a closing (the “Effective TimeClosing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx (or such other place as the parties may agree). The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Effective Time; Closing. On i) The closing of the Merger (the “Closing”) shall take place at 10:00 a.m. (Eastern Standard time) on a date to be specified by the parties to this Agreement, which shall be no later than the second Business Day following after satisfaction or (to the satisfaction or, if permissible, extent permitted by applicable law) waiver of the conditions set forth in Article VIII 6 (other than any such conditions which by their nature cannot be satisfied until the “Satisfaction Closing Date”, which shall be required to be so satisfied or (to the extent permitted by applicable law) waived on the Closing Date), a closing (the “Closing”) shall be held at the offices of O’Melveny Xxxxxxxxx & Mxxxx Xxxxxxx LLP, The New York Times Square TowerBuilding, 7 Xxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 unless another date, time or such other place as is agreed to in writing between Parent and 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 VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the Company. The date of on which the Closing to a date that occurs is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, in this Agreement as the “Closing Date”). On As used in this Agreement, “Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in Xxx Xxxx, Xxx Xxxx xx Xxxxxxxx, Xxx Xxxxxxx. As soon as practicable on the Closing Date, WebMD the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (merger, in accordance with the “Certificate of Merger”) DGCL, with the Secretary of State of the State of Delaware, Delaware in such form as is required by, and executed in accordance with, with the relevant provisions of the DGCL (the date and “Certificate of Merger”) (the time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and is specified in the such Certificate of MergerMerger as agreed between Parent and the Company) being the “Effective Time”).

Effective Time; Closing. On Upon the second Business Day following terms and subject to the satisfaction orconditions hereof, if permissible, waiver the closing of the conditions set forth in Article VIII (the “Satisfaction Date”), a closing Merger and other transactions as provided herein (the “Closing”) will take place at 10:00 a.m. local time on the day which is within three (3) Business Days following the date on which all conditions to Closing shall have been satisfied or waived (other than those that by their terms are not contemplated to be held satisfied until the Closing, but subject to the fulfillment or waiver of such conditions), at the offices of O’Melveny Sheppard, Mullin, Rxxxxxx & Mxxxx Hxxxxxx, LLP, Times Square Tower, 7 Xxxxx Xxxxxx30 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time and place as the parties hereto may mutually agree in writing. If elected by the Company and Buyer, the Closing shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, take place by electronic transfer of the conditions set forth in Article VIII; provideddeliverables, however, that, if (a) or by other means mutually agreeable to the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture Company and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the Buyer. The date of on which the Closing to a date that occurs is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, herein as the “Closing Date”). On Upon the terms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, WebMD shall file the parties hereto will cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit B (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, with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL (in connection with the date and Merger. The Merger shall become effective at such time of as such filing of the Certificate of Merger (is submitted for filing with the Delaware Secretary of State or at such later other time as may be indicated therein and agreed by each of Buyer and the parties hereto and specified in the Certificate of Merger) being Company (the “Effective Time”).

Effective Time; Closing. On As promptly as practicable and in no event later than the second Business Day business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII VII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place date as may be agreed in writing by each of 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 VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to ashereto), the “Closing Date”). On parties hereto shall cause the Closing Date, WebMD shall file 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 the DGCL (and as is otherwise in a form mutually acceptable to Parent and the Company. The term “Effective Time” means the date and time of such the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed in writing by each of the parties hereto and specified in the Certificate of Merger) being ). Immediately prior to the filing of the Certificate of Merger, a closing (the “Effective TimeClosing”) will be held at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”), 000 Xxxxxxxxxxxx Xxxxx, Xxxxx 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. On the second Business Day following As promptly as practicable (and in any event within five business days) after the satisfaction or, if permissible, or waiver of the conditions set forth in Article VIII VI (other than those conditions which by their terms can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the parties shall cause the Merger to be consummated by filing a certificate of merger (the “Satisfaction DateCertificate 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 form as is required by, and executed in accordance with the relevant provisions of, the DGCL; provided, that if the consents set forth in Section 1.2 of the Company Disclosure Letter have not been obtained by such time, Parent may defer the Closing until the earlier of the date on which such consents are obtained and July 31, 2006. 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 (but not earlier than the time that the Certificate of Merger is filed) as the parties agree shall be specified in the Certificate of Merger (the date and time the Merger becomes effective, the “Effective Time”). On the date of such filing, a closing (the “Closing”) shall be held at 10:00 a.m. Eastern time, at the offices of O’Melveny King & Mxxxx Spalding LLP, Times Square Tower, 7 Xxxxx 0000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxx 00000-0000, or at such other place time and location as the parties shall otherwise agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII; provided, however, that, if (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, the “Closing Date”). On the Closing Date, WebMD shall file 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”).

Effective Time; Closing. On As promptly as practicable and in no event later than the second Business Day business day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII VII (the “Satisfaction Date”), a closing (the “Closing”) shall be held at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place date as may be agreed in writing by each of the parties hereto), the parties hereto shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII; provided, however, that, if cause (a) the Satisfaction Date has occurred, (b) HLTH has entered into a definitive purchase agreement relating Reverse Merger to a Divestiture and (c) HLTH reasonably believes that such Divestiture is likely to close no later than thirty (30) days after the Satisfaction Date, HLTH may elect to extend the date of the Closing to a date that is three (3) Business Days after the closing of such Divestiture; provided further, however, that, in no event shall the Closing occur after the End Date (the date of the Closing being referred to as, the “Closing Date”). On the Closing Date, WebMD shall file 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 the DGCL and (b) the Second-Step Merger to be consummated by making all filings and recordings required under the DGCL. The term "Effective Time" means the date and time of such the filing with, and the acceptance by, the Secretary of State of the State of Delaware of the Certificate of Merger (or such later time as may be agreed 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") being will be held at the “Effective Time”offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ("Gunderxxx Xxxxxex"), 000 Xxxxxixxxxxx Xxxxx, Xxxxx Paxx, Xxxxxornia 94000 (xx xuxx xxxxr plxxx xx xxx xxxxxxx xxxxxx xxx xxxxx). Xxx xxxx xx xxich the Closing shall occur is referred to herein as the "Closing Date."