Common use of Closing; Closing Date; Effective Time Clause in Contracts

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & Xuce, X.L.P., 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of New Jersey, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dimark Inc), Agreement and Plan of Merger (Harte Hanks Communications Inc)

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Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall will take place at the offices of Hughxx & Xuce, X.L.P., 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". ." As promptly as practicable on the Closing Date, the parties hereto shall will cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of New JerseyDelaware, in such form as required by, and executed in accordance with with, the relevant provisions of, New Jersey of Delaware Law (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dean Foods Co), Agreement and Plan of Merger (Suiza Foods Corp)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & XuceIN at 00000 Xxxx Xxxxxxxxx Xxxxxxxxx, X.L.P.Xxxxxx Xxxx, 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx XX 00000 as soon as practicable (but in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent 4Health and the Company IN may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate Articles of merger Merger, in substantially the form of Exhibit A attached hereto, with the Secretary Division of State Corporations and Commercial Code of the State of New Jersey, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law Utah (the date and time of such filing, or such later date or time agreed upon by Parent 4Health and the Company IN and set forth therein, being the "Effective Time"). For all Tax tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (4health Inc), Agreement and Plan of Merger (4health Inc)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.018.1, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx Xxxxxxxxx Xxxxxxx Xxxxx & XuceXxxxxxxx LLP, X.L.P., 1717 Xxxx 0000 X Xxxxxx, XxxxxxX.X., Xxxxx xx Xxxxxxxxxx, XX as soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". ." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate Articles of merger Merger with the Secretary of State Corporation Commission of the State Commonwealth of New JerseyVirginia, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law VSCA (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GRC International Inc), Agreement and Plan of Merger (McNichols Gerald R)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VIIVI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & XuceAlbion, X.L.P.24351 Pasto Road, 1717 Xxxx Xxxxxx#B, XxxxxxDaxx Xxxxx, Xxxxx Xxxxxxxxxx 00000, xx soon as practicable xxxx xx xxxxxxxxxxx (but xut in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VIIVI, or at such other date, time time, and place as Parent Albion and the Company Aradyme may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". ." As promptly as practicable on following the Closing Date, the parties Parties hereto shall cause the Merger to be consummated by filing a certificate articles of merger merger, in such form as may be mutually acceptable to the Parties and their respective counsel, with the Secretary of State of Nevada and the Division of Corporations and Commercial Code of the State of New Jersey, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law Utah (the date and time of such filing, or such later date or time agreed upon by Parent Albion and the Company Aradyme and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Reorganization Agreement (Albion Aviation Inc)

Closing; Closing Date; Effective Time. Unless this Agreement ------------------------------------- shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & Xuce, X.L.P., 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx Key Production as soon as practicable (but in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent Key and the Company Xxxxx may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate Certificate of merger Merger with the Secretary of State of the State of New JerseyDelaware, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Delaware Law (the date and time of such filing, or such later date or time agreed upon by Parent Key and the Company Xxxxx and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Key Production Co Inc)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & XuceIN at 00000 Xxxx Xxxxxxxxx Xxxxxxxxx, X.L.P.Xxxxxx Xxxx, 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx XX 00000 as soon as practicable (but in any event within two five business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent HVE and the Company IN may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate Agreement of merger Merger, in substantially the form of Exhibit A attached hereto, with the Secretary of State of the State of New Jersey, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law California (the date and time of such filing, or such later date or time agreed upon by Parent HVE and the Company IN and set forth therein, being the "Effective Time"). For all Tax tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omni Nutraceuticals)

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Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & Xuce, X.L.P., 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx soon as practicable (but in any event within two business days) after the satisfaction or waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent and the Company may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". ." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate Articles of merger Merger with the Secretary State Department of State Assessments and Taxation of the State of New JerseyMaryland, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Maryland Law (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Affiliated Computer Services Inc)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been is terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VIIVI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & Xuce, X.L.P., 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx Buyer as soon as practicable (but in any event within two five business days) after the satisfaction or waiver of the conditions set forth in Article VIIVI, or at such other date, time and place as Parent Buyer and the Company may agree; provided, that the conditions set forth in Article VII VI shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". ." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of New JerseyDelaware, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Delaware Law (the date and time of such filing, or such later date or time agreed upon by Parent Buyer and the Company and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end of the day As promptly as practicable on the Closing Date, the parties shall also file a certificate of merger with the Secretary of State of the State of Massachusetts, in such form as required by, and executed in accordance with the relevant provisions of, Massachusetts Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cnet Inc /De)

Closing; Closing Date; Effective Time. Unless this Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Continuance and Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & XuceXxxxxx and Xxxxx, X.L.P.LLP, 1717 Xxxx Xxxxxx, Xxxxxx0000 Xxxxxxxxx, Xxxxx xx 0000, Xxxxxxx, Xxxxx 00000 as soon as practicable (but in any event within two business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent Carpatsky and the Company Xxxxx may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". As promptly as practicable on ." On the Closing Date, the parties hereto shall cause file the Certificate of Continuance, Certificate of Incorporation of Carpatsky, the Certificate of Merger to be consummated by filing a certificate and the Amended and Restated Articles of merger Xxxxx, in the respective forms of Exhibits X-0, X-0, X-0 and B-4 attached hereto, with the Delaware Secretary of State and Nevada Secretary of the State of New Jersey, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law (the date and time of such filingfiling the Certificate of Merger, or such later date or time agreed upon by Parent Carpatsky and the Company Xxxxx and set forth therein, being the "Effective Time"). For all Tax purposes, the Closing shall be effective at the end ) and by filing a notice contemplated by Section 182(6) of the day on ABCA with the Closing Date.Commissioner of Corporations of the Province of Alberta. The parties hereto shall file the various certificates and articles with the Governmental Entities to cause the Continuance, stockholders' meetings and Merger to occur in the following order:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pease Oil & Gas Co /Co/)

Closing; Closing Date; Effective Time. Unless this ------------------------------------- Agreement shall have been terminated pursuant to Section 8.01, and subject to the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Hughxx & XuceIN at 00000 Xxxx Xxxxxxxxx Xxxxxxxxx, X.L.P.Xxxxxx Xxxx, 1717 Xxxx Xxxxxx, Xxxxxx, Xxxxx xx XX 00000 as soon as practicable (but in any event within two five business days) after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VII, or at such other date, time and place as Parent HVE and the Company IN may agree; provided, that the conditions set forth in Article VII shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date". As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate Agreement of merger Merger, in substantially the form of Exhibit A attached hereto, with the Secretary of State of the State of New Jersey, in such form as required by, and executed in accordance with the relevant provisions of, New Jersey Law California (the date and time of such filing, or such later date or time agreed upon by Parent HVE and the Company IN and set forth therein, being the "Effective Time"). For all Tax tax purposes, the Closing shall be effective at the end of the day on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Irwin Naturals 4 Health)

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