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.”
(b) Subject to the provisions of this Agreement, in order to effect the Merger, a certificate of merger that has been duly executed in accordance with, and in such form as required by, the relevant provisions of the DGCL shall be filed with the Secretary of State of the State of Delaware concurrently with or as soon as practicable following the Closing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be mutually determined by the parties to this Agreement and set forth in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).
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. 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. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Pxxxxx Xxxxxx Flattau & 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 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. 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 FBCA and the DGCL (the "certificate of Merger") shall be duly prepared, executed and acknowledged by Cigarette and Merger Sub and simultaneously with or as soon as practicable following the Closing delivered to the Secretary of State of each of the State of Florida and the State of Delaware 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 each of the State of Florida and the State of Delaware or at such other date and time as is provided in the Certificate of Merger (the "Effective Time").
Closing; Effective Time of the Merger. (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place (x) at the offices of Simpson, Thacher & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, at 10:00 a.m., Eastern Time, on the fifth Business Day after the day on which the last of the conditions set forth in Article 5 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) has been satisfied or waived (to the extent permitted by applicable Legal Requirements and all such conditions remain satisfied or waived on such fifth Business Day) in accordance with this Agreement; provided, that if the Marketing Period has not ended on or prior to the time the Closing would have otherwise been required to occur pursuant to the foregoing, the Closing shall not occur earlier than the earlier to occur of (i) a Business Day during the Marketing Period specified by Parent on no fewer than three Business Days’ prior written notice to the Company and (ii) the third Business Day following the final day of the Marketing Period (subject, in the case of each of the foregoing clauses (i) and (ii), to the satisfaction or (to the extent permitted by applicable Legal Requirements) waiver of all of the conditions set forth in Article 5 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) as of the date determined pursuant to this proviso or (y) at such other date, time and place as the Parties may agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.”
(b) Subject to the provisions of this Agreement, in order to effect the Merger, a certificate of merger that has been duly executed in accordance with, and in such form as required by, the relevant provisions of the DGCL shall be filed with the Secretary of State of the State of Delaware concurrently with or as soon as practicable following the Closing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be mutually determined by the parties to this Agreement and set forth in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).
Closing; Effective Time of the Merger. (a) The consummation of the Contemplated Transactions (the “Closing”) shall take place at the offices of the Parent, unless another place, time location is agreed to by the parties hereto. And on a date to be designated by Parent, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). The date on which the Closing actually takes place is referred to as the “Closing Date.”
(b) Subject to the provisions of this Agreement, in order to effect the Merger, a certificate of merger satisfying the applicable requirements of the NRS and CCL shall be duly executed by the Company and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of Nevada. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Nevada or at such later time as may be designated by Parent and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).
Closing; Effective Time of the Merger. Unless this ------------------------------------- Agreement is terminated in accordance with its terms, the consummation of the transactions contemplated by this Agreement (the "Closing") ------- shall take place at the offices of USD as soon as practicable, and in any event within three days, after the satisfaction or waiver of the conditions precedent to the obligations of the parties set forth in Article VII (the "Closing Date"), or on such other date and at such ------------ other place as may be agreed to by the parties. On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger, substantially in the form set forth as Exhibit A (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 Delaware GCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as is specified in the Certificate of Merger) being the "Effective Time"). --------------
Closing; Effective Time of the Merger. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Cxxx & Fxxxxxx LLP, 2000 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the next business day following satisfaction or waiver of all closing conditions set forth in Article 7, or such later date or time as the parties hereto may agree in writing (the "Closing Date"). In connection with the Closing, the parties hereto shall cause the Merger to be consummated by duly filing a properly executed articles of merger in substantially the form attached hereto as Exhibit B (the "Articles of Merger"), together with any required officers' certificates, with the Department of Commerce and Consumer Affairs of the State of Hawaii, in accordance with the relevant provisions of the Hawaii Revised Statutes ("Hawaii Law"). When used in this Agreement, the term "Effective Time of the Merger" shall mean the date and time at which the Articles of Merger has been accepted for filing by the Department of Commerce and Consumer Affairs of the State of Hawaii or such later time as is provided in the Articles of Merger.
Closing; Effective Time of the Merger. (a) The consummation of the Contemplated Transactions (the “Closing”) shall take place at the offices of Xxxxxx X. Emas, P.A., 0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000, unless another place, time location is agreed to by the parties hereto. And on a date to be designated by Parent, which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). The date on which the Closing actually takes place is referred to as the “Closing Date.”
(b) Subject to the provisions of this Agreement, in order to effect the Merger, a certificate of merger satisfying the applicable requirements of the NRS and CCC shall be duly executed by the Company and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of California and the Secretary of State of the State of Nevada. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of and the Secretary of State of the State of Nevada or at such later time as may be designated by Parent and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).
