Closing and Effective Time of Merger Sample Clauses

Closing and Effective Time of Merger. The closing of the Merger (the “Closing”) will take place at the offices of Xxxxxx & Bird LLP at 0000 Xxxx Xxxxxx, Suite 3601, Dallas, Texas 75201 concurrently with the execution and delivery of this Agreement (the “Closing Date”). In addition to the other actions contemplated hereunder, Merger Sub and the Company will cause a Certificate of Merger satisfying the requirements of the TLLCA and the TBOC, in the form attached as Exhibit A (the “Certificate of Merger”), to be properly executed, verified and delivered for filing in accordance with the TLLCA and the TBOC on the Closing Date. The Merger will become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Texas in accordance with the TLLCA and the TBOC (the “Effective Time”).
Sample 1Sample 2
AutoNDA by SimpleDocs
Closing and Effective Time of Merger. Upon the terms and subject to the conditions of this Agreement, the closing of the Merger contemplated by this Agreement (the “Closing”) shall take place at the offices of Winthrop & Weinstine, P.A., 200 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, at 10:00 a.m., no later than the fifth (5th) business day following receipt by the Buyer of all necessary regulatory approvals and the expiration of all applicable waiting periods, or on such other day or at such other time or place as may be mutually agreed upon by the Buyer and the Seller (said day of closing hereinbefore and hereinafter called the “Closing Date”). The Merger shall become effective as of 12:01a.m. on the Closing Date (the “Effective Time”).
Sample 1
Closing and Effective Time of Merger. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the second Business Day after satisfaction or waiver of all of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by Parent and the Company. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause an appropriate articles of merger or other appropriate documents (the “Articles of Merger”) to be executed and filed (along with a copy of this Agreement as required by Law) with the Arizona Corporation Commission (“ACC”) in accordance with the relevant provisions of the ABCA and shall make all other filings or recordings required under the ABCA. The Merger shall become effective at the time the Articles of Merger shall have been duly delivered to the ACC for filing or such other date and time as is agreed upon by the parties and specified in the Articles of Merger, such date and time hereinafter referred to as the “Effective Time”.
Sample 1
Closing and Effective Time of Merger. The closing (the “Closing”) shall be held at 10:00 a.m. Eastern Standard Time on the third (3rd) Business Day after the last condition to be fulfilled or waived of the conditions set forth in Article 6 has been fulfilled or waived in accordance herewith (other than any such conditions that by their terms cannot be satisfied until the Closing Date, which conditions shall be required to be so satisfied or waived on the Closing Date) (such date, the “Satisfaction Date”); provided, however, that, if the foregoing would result in the Closing not occurring on the first Business Day of a month, the Purchaser may, by delivering written notice thereof to the Company at least two (2) Business Days prior to the Satisfaction Date, elect for the Closing to occur on the first (1st) Business Day of the month immediately following the month in which the Satisfaction Date occurs (“Delayed Closing”); provided, further, that if the Satisfaction Date occurred in the same month as the Termination Date, the Closing shall occur no later than the Termination Date, unless another time or date is agreed to in writing by the Company and Purchaser (the date upon which the Closing occurs being the “Closing Date”), at the offices of Purchaser’s counsel, at such other location as is mutually agreed to between the Company and Purchaser, or remotely via the exchange of executed documents and other deliverables; provided, further, if Purchaser elects a Delayed Closing, then notwithstanding anything else in this Agreement, the conditions in Section 6.2(a) (including the certification of such condition in Section 6.2(c)) and Section 6.2(e) shall be tested (and, the certification regarding Section 6.2(a) in Section 6.2(c), made) as of (and as if the Closing Date was) the Satisfaction Date in lieu of the actual Closing Date and, for the avoidance of doubt, in the event that such conditions are satisfied as of the Satisfaction Date they shall for all purposes hereunder (including Article 6 and Article 8) be deemed satisfied as of the Satisfaction Date and each day thereafter through and including the Closing Date. In addition to other actions contemplated hereunder, at the Closing the Company and Merger Sub shall execute in accordance with the DGCL, and shall cause to be filed and recorded with the appropriate offices under the Legal Requirements of the State of Delaware, copies of the Certificate of Merger. The Merger shall be effective as of such date and time as the Certificate of Merger is ...
Sample 1
Closing and Effective Time of Merger. Subject to the closing conditions set forth in Article 7 and Article 8 hereof, at a closing (the “Closing”) to be held at the offices of Xxxxx, Xxxxxxxx & Xxxxxxx, LLP on such date and at such time prior to the Termination Date referred to in Article 14, as may be agreed to by the parties or, if not agreed, then on the second Business Day following the satisfaction or waiver of all closing conditions set forth in Article 7 and Article 8 (the “Closing Date”), Urigen and Merger Sub shall cause to be definitively executed and delivered to one another the Certificate of Merger substantially 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 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 acceptance for record of the Certificate of Merger by the Secretary of State of Delaware in accordance with the DGCL, or at such time specified in the Certificate of Merger (the “Effective Time”). References herein to the “Surviving Corporation” shall mean Urigen on and after the Effective Time.
Sample 1
Closing and Effective Time of Merger. The closing (the “Closing”) will take places at the offices of Gxxxxxxxx Txxxxxx, LLP, 2000 Xxxx Xxxxxx, Suite 5200, Dallas, Texas 75201 at 10:00 a.m., central time, on the later of (a) December 3, 2007 or (b) the third Business Day following the satisfaction or waiver of the conditions precedent set forth in Article 6 (or on such other date or at such other location as mutually agreed to by Purchaser and the Company) (the “Closing Date”). In addition to the other actions contemplated hereunder, Merger Sub and the Company will cause Articles of Merger satisfying the requirements of the TBCA, in form mutually acceptable to Purchaser and the Company (the “Texas Articles of Merger”), and a Certificate of Merger satisfying the requirements of the DGCL, in form mutually acceptable to Purchaser and the Company (the “Delaware Certificate of Merger”), to be properly executed, verified and delivered for filing in accordance with the TBCA and DGCL, as applicable, on the Closing Date. The Merger will become effective upon the filing of both the Texas Articles of Merger with the Secretary of State of the State of Texas in accordance with the TBCA and the filing of the Delaware Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL, or at such later time which Purchaser and the Company will have agreed upon and designated in such filing in accordance with applicable law (the “Effective Time”).
Sample 1

Related to Closing and Effective Time of Merger

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on the fifth (5th) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 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 referred to herein as the “Closing Date”. At the Closing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Closing and Effective Time Subject to the provisions of this Agreement, the parties shall hold a closing (the "Closing") on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the "Effective Time").

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • The Merger Closing Effective Time 9 2.1 The Merger. 9 2.2 Closing. 9

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effective Date of Merger Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Merger Closing The Merger shall have been consummated.

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

Time is Money Join Law Insider Premium to draft better contracts faster.