Closing and Effective Date of Merger. At the closing (the "Closing"), which shall be held on July 7, 1995 (or at such later date as shall be agreeable to CHC and Rx Medical but in no event later than August 7, 1995) (the "Closing Date") at the offices of Rx Medical in Ft. Lauderdale, Florida. The parties shall exchange the respective schedules, Exhibits, certificates and instruments of conveyance, in form and substance reasonably acceptable to the respective parties, within thirty (30) days of the Closing. In addition to other actions contemplated hereunder, CHC and Acquisition Corp shall within thirty (30) days of the Closing, use their respective best efforts to cause to be executed in accordance with the Mississippi Business Corporation Act, and shall cause to be filed and recorded with the appropriate offices under the laws of the State of Mississippi, copies of Articles of Merger and such officers' certificates and other documents as may be necessary or appropriate in the opinion of counsel to Rx Medical to cause the Merger to become effective under the laws of the State of Mississippi. The Merger shall become effective at the time the Secretary of the State of Mississippi issues a Certificate of Merger in response to the aforesaid filing of the Articles of Merger (the "Effective Date").
Closing and Effective Date of Merger. Subject to and upon the terms and conditions set forth in this Agreement, the closing of the transactions contemplated under this Agreement (the “Closing”) will be held at the offices of Bowditch & Xxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 at 10:00 AM Eastern Time, on the fifth Business Day following the satisfaction or waiver of all conditions set forth in Articles 5 and 6 hereof, or such other date, place or time as may be agreed upon among the parties hereto (the “Closing Date”). Upon consummation of the Closing, the Company and the Acquirer shall cause to be definitively executed and delivered to each other articles of merger (the “Articles of Merger”) consistent with the terms hereof and prepared in accordance with the Massachusetts Business Corporation Act (“MBCA”) and cause the Articles of Merger to be duly filed with the Secretary of the Commonwealth for the Commonwealth of Massachusetts in order to cause the Merger to become effective under, and in accordance with, the laws of the Commonwealth of Massachusetts and this Agreement. The Merger shall become effective on the date and at the time of the filing of the Articles of Merger with the Secretary of the Commonwealth for the Commonwealth of Massachusetts, or at such later time as shall be agreed upon by the Company and the Acquirer and as shall be set forth in the Articles of Merger (the “Effective Time”). The date on which the Effective Time occurs shall be referred to herein as the “Effective Date.” For all purposes, all of the document deliveries and other actions to occur at the Closing will be conclusively presumed to have occurred at the same time, immediately before the Effective Time.
Closing and Effective Date of Merger. Subject to the closing conditions in Sections 7 and 8 hereof, at a closing (the “Closing”) to be held at the offices of Parent at 10:00 a.m. on the second business day immediately following the date on which the stockholders of Parent approve this Agreement or on such other date and time as may be agreed to by the parties (the “Closing Date”), Target and Sub shall cause to be definitively executed and delivered to one another the Certificate of Merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) and shall cause such document to be filed with the Secretary of State of the State of Delaware, in order to cause the Merger contemplated by this Agreement to become effective under the laws of the State of Delaware. The Merger shall become effective on the date and at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Date”). References herein to the “Surviving Corporation” shall mean Sub on and after the Effective Date.
Closing and Effective Date of Merger. Subject to the provisions of Articles 6, 7 and 8, at a closing to be held at the offices of Bingham Dana LLP, 399 Park Avenue, Nxx Xxxx, Xxx York 00000, xx xxxx xxxx, xx xx xxxxx xx xxx termination referred to in Article 11, as may be agreed to by the parties (the "CLOSING DATE"), Vanishing Point and Acquisition Corp shall cause to be definitively executed and delivered to one another a Certificate of Merger substantially in the form of EXHIBIT A attached hereto (the "CERTIFICATE OF MERGER") and cause such document to be filed with the Secretary of State of the State of Delaware (the "DELAWARE SECRETARY OF STATE") in order to cause the Merger contemplated by this Agreement to become effective under the laws of the State of Delaware. The Merger shall become effective on the date and at the time of the filing of the Certificate of Merger with the Delaware Secretary of State (the "EFFECTIVE TIME"). References herein to the "SURVIVING CORPORATION" shall mean Vanishing Point at and after the Effective Time.
Closing and Effective Date of Merger. The closing (the "Closing"), shall be held on the next Business Day after the last to be fulfilled or waived of the conditions set forth in Articles 7 and 8 has been fulfilled or waived in accordance herewith (or at such later date as shall be agreeable to CCS and Ameris but in no event later than December 31, 2001) (the "Closing Date") at the offices of Boult, Cummings, Conxxxx & Berxx, XLC, in Nashville, Tennessee. In addition to other actions contemplated hereunder, CCS and Ameris shall execute in accordance with the Tennessee Business Corporation Act, and shall cause to be filed and recorded with the appropriate offices under the laws of the State of Tennessee, copies of the Articles of Merger. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Tennessee or such subsequent time as the parties shall specify in the Articles of Merger (the "Effective Date").
Closing and Effective Date of Merger. Subject to and upon the terms and conditions set forth in this Agreement, the closing of the transactions contemplated under this Agreement (the “Closing”) will be held at 10:00 a.m. (Dallas time) on a date to be specified by the parties, which date shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Articles 8, 9 and 10 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto (the date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”). On the Closing Date, Company shall cause to be definitively executed the Articles of Merger substantially in the form of Exhibit B attached hereto (the “Articles of Merger”), and cause such document to be filed with the Secretary of State of the State of the Texas in order to cause the Merger to become effective under, and in accordance with, the applicable provisions of the Texas Business Corporation Act (the “TBCA”) and this Agreement. The Merger shall become effective on the date and at the time of filing of the Articles of Merger with the Secretary of State of the State of Texas (the “Effective Time”). For all purposes, all of the document deliveries and other actions to occur at the Closing will be conclusively presumed to have occurred at the same time, immediately before the Effective Time.
Closing and Effective Date of Merger. At the closing (the "Closing"), which shall be held within five days after satisfaction of the conditions set forth in Articles 7 and 8 (or at such later date as shall be agreeable to HP and ProMedCo but in no event later than September 16, 1997) (the "Closing Date") at the offices of Ropes & Xxxx in Boston, MA, in addition to other actions contemplated hereunder, (i) HSI and MergerSub shall execute in accordance with the Maine Business Corporation Act, and shall cause to be filed and recorded with the appropri ate offices under the laws of the State of Maine, copies of the Articles of Merger relating to the HSI Merger and such officers' certificates and other documents as may be necessary or appro priate in the opinion of counsel to ProMedCo to cause the Merger to become effective under the laws of the State of Maine and (ii) HP and MergerSub shall execute in accordance with the Maine Business Corporation Act, and shall cause to be filed and recorded with the appropriate offices under the laws of the State of Maine, copies of Articles of Merger relating to the HP Merger and such officers' certificates and other documents as may be necessary or appropriate in the opinion of counsel to ProMedCo to cause the Merger to become effective under the laws of the State of Maine. The Mergers shall become effective at the time the Secretary of the State of Maine issues a Certificates of Merger in response to the aforesaid filings of the Articles of Merger (the "Effective Date").
Closing and Effective Date of Merger. Subject to the provisions of this Agreement, a closing (the "Closing") shall be held at the offices of Xxxxxx ------- & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 within five business days after the satisfaction of the conditions precedent set forth in Sections 6 and 7, or on such other date before any termination of this Agreement pursuant to Section 10 hereof, and/or at such other place, as may be agreed to by the parties (the date on which the Closing actually occurs, the "Closing Date"). On ------- ---- the Closing Date, Acquisition and the Company shall execute Articles of Merger (the "Articles of Merger") substantially in the form of the attached Exhibit 1.1 ------------------ ------- --- and file them with the Office of the Secretary of State of the State of Illinois, in order to cause the merger of Acquisition with and into the Company (the "Merger") in accordance with the laws of the State of Illinois. The Merger ------ shall be effective as of the time specified in the Articles of Merger (the "Effective Time"). For all --------- ---- purposes, all of the document deliveries and other actions to occur at the Closing shall be irrefutably presumed to have occurred at the same time, immediately before the Effective Time.
Closing and Effective Date of Merger. Subject to the closing conditions in Sections 7 and 8 hereof, at a closing (the “Closing”) to be held at the offices of Parent at
Closing and Effective Date of Merger. Subject to and upon the terms and conditions set forth in this Agreement, the closing of the transactions contemplated under this Agreement (the "Closing") will be held at the office of Xxxxx Xxxxxxx Xxxxxxx Israels LLP at Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, on June 30, 2004, or such other date as may be agreed upon among the parties hereto (the "Closing Date"). On the Closing Date, the Company and the Acquirer shall cause to be definitively executed and delivered to each other a Certificate of Merger, and cause such document to be filed with the Secretary of State of the State of Delaware in order to cause the Merger to become effective under, and in accordance with, the laws of the State of Delaware and this Agreement. The Merger shall become effective on the date and at the time of filing of the Certificate of Merger with the Secretary of State for the State of Delaware, or at such other time as shall be agreed upon by the Company and the Acquirer and as shall be set forth in the Certificate of Merger (the "Effective Time"). The date on which the Effective Time occurs shall be referred to herein as the "Effective Date." For all purposes, all of the document deliveries and other actions to occur at the Closing will be conclusively presumed to have occurred at the same time, immediately before the Effective Time.
