Common use of Closing and Effective Time Clause in Contracts

Closing and Effective Time. Unless this Agreement is validly terminated pursuant to Section 8.1, the Merger shall be consummated at a closing (the “Closing”) on the later of (a) a date within two (2) Business Days following satisfaction or waiver (if permissible hereunder) 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 satisfaction or waiver (if permissible hereunder) of those conditions), or (b) August 13, 2012, at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger, in substantially the form attached hereto as Exhibit A, with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the applicable provisions of Delaware Law (the time of such filing and acceptance by the Secretary of State of the State of Delaware, or such other later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

Closing and Effective Time. Unless this Agreement is validly earlier terminated pursuant to Section 8.110.1 hereof, as promptly as practicable following the Merger shall be consummated at a closing (the “Closing”) on the later of (a) a date within two (2) Business Days following satisfaction or waiver (if permissible hereunder) of the conditions set forth in Article VI VIII hereof (other than those conditions that which, by their nature terms, are to be satisfied or waived at the Closing, but subject to satisfaction or waiver (if permissible hereunder) of those conditions), or the parties hereto shall consummate the First Merger and the other transactions contemplated hereby at a closing (bthe "Closing") August 13, 2012, to occur at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, unless another time or place is mutually agreed upon in writing by Parent Parent, Merger Sub and the Company. The date upon which the Closing shall actually occurs occur shall be referred to herein as the “"Closing Date.” " On the Closing Date, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the "Certificate of Merger, ") in substantially the customary form attached hereto as Exhibit A, and substance with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the applicable provisions of Delaware Law (the time of acceptance of such filing and acceptance by the Secretary of State of the State of Delaware, or such other later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, Delaware shall be referred to herein as the “"Effective Time”").

Closing and Effective Time. Unless (a) At the Effective Time, on the terms and subject to the conditions set forth in this Agreement is validly terminated pursuant to Section 8.1Agreement, a certificate of merger in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”) and the applicable provisions of Delaware Law, Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). (b) The Merger shall be consummated at a closing (the “Closing”) on which shall take place electronically following the later of (a) a date within two (2) Business Days following satisfaction or waiver (if permissible hereunder) of the conditions set forth in Article VI V (other than those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver (if permissible hereunder) of those conditions), or (b) August 13, 2012, at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date”.” (c) On the Closing Date, the parties hereto (other than the Stockholder Representative) shall cause the Merger to be consummated by filing a the Certificate of Merger, in substantially the form attached hereto as Exhibit A, Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the applicable relevant provisions of Delaware Law (the time of such filing and acceptance by the Secretary of State of the State of Delaware, or such other later time as may be agreed in writing by Parent, Merger Sub Parent and the Company and specified in the Certificate of Merger, shall be referred to herein as the “Effective Time”).

Closing and Effective Time. Unless this Agreement is validly earlier terminated pursuant to Section 8.19.1, within three (3) business days following the satisfaction or waiver of the conditions set forth in Article 7 (other than those conditions which, by their terms, are to be satisfied or waived at Closing, but subject to the fulfillment or waiver of those conditions), the parties hereto shall consummate the Merger shall be consummated and the other transactions contemplated hereby at a closing (the “Closing”) on the later of (a) a date within two (2) Business Days following satisfaction or waiver (if permissible hereunder) 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 satisfaction or waiver (if permissible hereunder) of those conditions), or (b) August 13, 2012, occur at the offices of Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & XxxxxxRxxxxx, Xxx XxxxxxProfessional Corporation, Xxxxx Xxxxx600 Xxxx Xxxx Xxxx, Xxxxx 0000Xxxx Xxxx, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxx 00000, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing shall actually occurs occur shall be referred to herein as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger, ”) in substantially the customary form attached hereto as Exhibit A, and substance with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the applicable provisions of Delaware Law the DGCL (the time of acceptance of such filing and acceptance by the Secretary of State of the State of Delaware, or such other later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, Delaware shall be referred to herein as the “Effective Time”).