Common use of Closing Date and Location Clause in Contracts

Closing Date and Location. Parent, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) to occur at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, as soon as practicable following the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL, and in any event no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Section 2.2(b) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree in writing. The date upon which the Closing shall actually occur pursuant hereto shall be referred to herein as the “Closing Date.”

Appears in 2 contracts

Samples: Acquisition Agreement (Ca, Inc.), Acquisition Agreement (Rally Software Development Corp)

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Closing Date and Location. Parent, Merger Sub and the Company shall consummate The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx000 Xxxx Xxxx Xxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, as soon as practicable following the Acceptance Timeon a date and at a time to be agreed upon by Parent, without a meeting of the stockholders of Merger Sub and the Company, in accordance with Section 251(h) of the DGCL, and in any event which date shall be no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Section 2.2(b2.3(b) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree in writing. The date upon which the Closing shall actually occur pursuant hereto shall be referred to herein as the “Closing Date.”

Appears in 2 contracts

Samples: Acquisition Agreement (ExactTarget, Inc.), Acquisition Agreement (Salesforce Com Inc)

Closing Date and Location. Parent, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) to occur at the offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, as soon promptly as practicable following the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL, Time and in any event case no later than the second first (2nd1st) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Section 2.2(b) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree in writing. The date upon which the Closing shall actually occur pursuant hereto shall be referred to herein as the “Closing Date.”

Appears in 2 contracts

Samples: Merger Agreement (Fusion-Io, Inc.), Merger Agreement (Sandisk Corp)

Closing Date and Location. Parent, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) to occur at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, on the Expiration Date as soon as practicable following the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL, and (except if any of the conditions set forth in any event Section 2.2(b) (other than those conditions that by their terms are to be satisfied at the Closing) are not satisfied or waived (to the extent permitted hereunder) on the Expiration Date, then the Closing shall occur no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the such conditions set forth in Section 2.2(b) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions)), or at such other location, date and time as Parent and the Company shall mutually agree in writing. The date upon which the Closing shall actually occur pursuant hereto shall be referred to herein as the “Closing Date.”

Appears in 1 contract

Samples: Acquisition Agreement (Dot Hill Systems Corp)

Closing Date and Location. Parent, Merger Sub and the Company shall consummate The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxxxxxxxx, 00000, as soon promptly as practicable following the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL, and in any event case no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunderhereunder and by applicable Law) of the last to be satisfied or waived (to the extent permitted hereunder and by applicable Law) of the conditions set forth in Section 2.2(b2.3(b) (other than those conditions that that, by their terms nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver (to the extent waiver, if permitted hereunderhereunder and by applicable Law) of such those conditions), or at such other location, date and time as Parent Parent, Acquisition Sub and the Company shall mutually agree upon in writing. The date upon which the Closing shall actually occur pursuant hereto shall be is referred to herein as the “Closing Date.”

Appears in 1 contract

Samples: Merger Agreement (Jive Software, Inc.)

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Closing Date and Location. Parent, Merger Sub and the Company shall consummate The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of Norton Xxxx Xxxxxxxxx US LLP, 1300 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporationxx xxx Xxxxxxxx, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx 00000, as soon as practicable following the Acceptance Time, without on a meeting of the stockholders of date and at a time to be agreed upon by Parent and the Company, in accordance with Section 251(h) of the DGCL, and in any event which date shall be no later than the second fifth (2nd5th) Business Day after the satisfaction or waiver (to the extent permitted hereunderhereunder and by applicable Law) of the last to be satisfied or waived (to the extent permitted hereunder and by applicable Law) of the conditions set forth in Section 2.2(b) 2.2 (other than those conditions that that, by their terms nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver (to the extent waiver, if permitted hereunderhereunder and by applicable Law) of such those conditions), by electronic exchange of the applicable closing deliverables, or at such other location, date and time as Parent Parent, Merger Sub and the Company shall mutually agree upon in writing. The date upon which the Closing shall actually occur pursuant hereto shall be is referred to herein as the “Closing Date.”

Appears in 1 contract

Samples: Merger Agreement (Medidata Solutions, Inc.)

Closing Date and Location. Parent, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) to occur at the offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, as soon promptly as practicable following the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL, Time and in any event case no later than the second third (2nd3rd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Section 2.2(b) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), or at such other location, date and time as Parent and the Company shall mutually agree in writing. The date upon which the Closing shall actually occur pursuant hereto shall be referred to herein as the “Closing Date.”

Appears in 1 contract

Samples: Merger Agreement (Lattice Semiconductor Corp)

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