Closing; Effective Time of the Merger. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx as soon as practicable but no later than the fifth business day after the satisfaction or waiver of the conditions set forth in Article V hereof or at such other time and place as the parties shall agree. The date on which the Closing occurs is herein referred to as the "Closing Date." At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the date and time of such filing, or such later date or time agreed upon by Parent and the Company and set forth therein, the "Effective Time").
Closing; Effective Time of the Merger. (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., Eastern Time, on the later of (i) the second Business Day after the satisfaction or waiver of the last of the conditions set forth in Article 5 to be satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at Closing) and (ii) the earlier of (A) a date during the Marketing Period to be specified by Parent on no fewer than two Business Days’ notice to the Company and (B) the first Business Day following the final day of the Marketing Period, unless the parties hereto otherwise agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.”
Closing; Effective Time of the Merger. Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") will take place at 10:00 a.m., New York time, on a date to be specified in writing by Parent and the Company (the "Closing Date"), which shall be no later than the third business day after satisfaction (or waiver in accordance with Section 8.4) of all conditions set forth in Article VII, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another date or place is agreed to in writing by Parent and the Company. Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") shall be duly prepared and executed in accordance with the Illinois Statute and simultaneously with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Illinois for filing. The Merger shall become effective upon the later of: (a) the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Illinois, or (b) such other date and time as is provided in this Agreement (the "Effective Time").
Closing; Effective Time of the Merger. Unless this Agreement shall have been terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") will take place at 10 a.m., Florida time, on a date to be specified by Alchemy and Cigarette (the "Closing Date"), which shall be no later than the second business day after satisfaction (or waiver in accordance with Section 8.5) of all conditions set forth in Article VII at the offices of Cigarette Racing Team, Inc., unless another date or place is agreed to in writing by Alchemy and Cigarette. Subject to the provisions of this Agreement, a certificate of merger meeting the applicable requirements of the FGCA (the "certificate of Merger") shall be duly prepared, executed and acknowledged by Cigarette and simultaneously with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Florida for filing. The Merger shall become effective upon the date and time of the filing of the Certificate of merger with the Secretary of State of the State of Florida or at such other date and time as is provided in the Certificate of Merger (the "Effective Time").
Closing; Effective Time of the Merger. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Parkxx Xxxxxx Xxxttau & Klimpl, LLP, in New York, New York, at 10:00 a.m. on a date to be designated by mutual agreement of PIA Delaware and SAI (the "Closing Date"), which shall be no later than the second business day after the satisfaction (or, to the extent permitted by law, the waiver) of the conditions set forth in Article VI. Concurrently with or as soon as practicable after the Closing, PIA Delaware, PIA Acquisition and SAI will cause the Articles of Merger in substantially the form of Exhibit A attached hereto (the "Articles of Merger") to be executed and filed with the Secretary of State of the State of Nevada as provided in Section 92A.200 of the NGCL. The Merger shall become effective immediately upon such filing of the Articles of Merger with the Secretary of State of the State of Nevada or at such other time as PIA Acquisition and SAI shall agree and specify in the Articles of Merger. The time of the effectiveness of the Merger is sometimes referred to as the "Effective Time."
Closing; Effective Time of the Merger. (A) The consummation of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Cooley Godward Kronish LLP, 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (or such other place or time as Parent and the Company may jointly designate in writing), as soon as practicable, but no later than two business days after the satisfaction or waiver of the last of the conditions set forth in Section 5 to be satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless the parties hereto otherwise agree in writing. The date on which the Closing actually takes place is referred to as the "CLOSING DATE."
Closing; Effective Time of the Merger. Unless the parties otherwise agree, upon the terms and subject to the conditions of the Merger Agreement, the closing of the Merger will take place on the date that is the second business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that, by their terms, are to be satisfied on the closing date, but subject to the satisfaction or waiver of those conditions at the time of closing of the Merger). Unless the parties otherwise agree, pursuant to the Merger Agreement, and upon the terms and subject to the conditions of the Merger Agreement, the Merger will become effective at the date and time when the articles of merger for the Merger (the “Articles of Merger”) have been accepted for record by the State Department of Assessment and Taxation of the State of Maryland, with such date and time specified in the Articles of Merger, or on such other date and time (not to exceed thirty (30) days from the date the Articles of Merger are accepted for record) as may be agreed to by VEREIT and Realty Income and specified in the Articles of Merger (the date and time the Merger becomes effective being the “Merger Effective Time”). Unless the parties otherwise agree, pursuant to the Merger Agreement, and upon the terms and subject to the conditions of the Merger Agreement, VEREIT and Realty Income will execute and file the certificate of merger with respect to the Partnership Merger (the “Partnership Certificate of Merger”) with the Delaware Secretary of State as soon as practicable on the closing date, and the Partnership Merger will become effective at the date and time when the Partnership Certificate of Merger has been accepted for record by the Delaware Secretary of State or on such other date and time as may be agreed to by VEREIT and Realty Income and specified in the Partnership Certificate of Merger (provided that such date and time are prior to the Merger Effective Time). It is contemplated that after the Merger Effective Time, subject to the terms and conditions of the Merger Agreement, Realty Income and VEREIT will contribute certain of their office properties (the “OfficeCo Properties”) to a newly formed direct or indirect wholly owned subsidiary of Realty Income (“OfficeCo”), and for Realty Income to distribute all of the outstanding voting shares of common stock in OfficeCo to Realty Income’s stockholders (which, at that time, would also include the VEREIT stockholders as a result of the M...
Closing; Effective Time of the Merger. 1.3.1 The closing of the Merger shall take place on a date not more than 30 days after whichever is the later of (i) the date on which VillageEDOCS notifies the Shareholders that it has completed its due diligence investigation of TBS and (ii) the date on which VillageEDOCS has received the audited financial statements of TBS for the fiscal year ended October 31, 2003; provided, however, in no event shall the closing occur later than February 27, 2004. The time and date on which Closing is actually held is sometimes referred to herein as the "Closing Date".
Closing; Effective Time of the Merger. 1.3.1 The closing of the Merger (the “Closing”) shall take place on December 18, 2003, or on such other date as GlobalSecure and the Company may agree. The time and date on which Closing is actually held is sometimes referred to herein as the “Closing Date”.
Closing; Effective Time of the Merger. Subject to the provisions of Article 7, the closing of the Merger (the “Closing”) shall take place in the offices of Winthrop & Weinstine, P.A., 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, as soon as practicable but in no event later than 10:00 a.m. Minneapolis time on the tenth Business Day after the date on which each of the conditions set forth in Article 7 has been satisfied or waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Newco and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, Newco and the Company shall cause Articles of Merger for the Merger to be executed and filed with the Secretary of State of the State of Minnesota and the Secretary of State of the State of Delaware in the form required by and executed in accordance with the applicable provisions of the MBCA and the DGCL (the “Merger Filings”). The Merger shall become effective as of the date and time of such filings or such other time after such filings as the parties hereto shall agree to in the Articles of Merger (the “Effective Time”).
