Common use of Closing; Effective Time of the Merger Clause in Contracts

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. (aA) The consummation of the transactions contemplated by this Agreement (the “Closing”"CLOSING") shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx Cooley Godward Kronish LLP, 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx0xx Xxxxx, Xxx Xxxx 00000 at 10:00 a.m.Xxxxxxxxx, Eastern TimeXxxxxxxxxx (or such other place or time as Parent and the Company may jointly designate in writing), on the as soon as practicable, but no later of (i) the second Business Day than two business days after the satisfaction or waiver of the last of the conditions set forth in Article 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 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 Periodconditions), 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 DATE.”" (bB) Subject Upon the terms and 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, satisfying the relevant provisions applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware concurrently in accordance with or as soon as practicable following the Closingrelevant provisions of the DGCL. 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”"EFFECTIVE TIME").

Closing; Effective Time of the Merger. (a) The consummation closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of XxxxxxSkadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., Eastern Time, on the later of (i) the second (2nd) Business Day after the satisfaction or waiver of the last of the conditions set forth in Article 5 V 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 the Closing) and (ii) the earlier of (A) a date during the Marketing Period to be specified by Parent on no fewer than two (2) Business Days’ notice to the Company and (B) the first (1st) Business Day following the final day of the Marketing Period, unless the parties hereto to this Agreement otherwise agree in writingwriting to another place and time. 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 and acknowledged in accordance with, and in such form as required by, the relevant provisions of the DGCL and the DLLCA shall be filed with the Secretary of State of the State of Delaware concurrently with or as soon as practicable following at 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 other 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 Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to the provisions of Section 10.1 hereof, and subject to the provisions of Section 9 hereof, the closing (the "Closing") of the transactions contemplated by this Agreement (the “Closing”) Merger shall take place at the offices of XxxxxxSimpxxx Xxxxxxx & Xartxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx 005 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m.00000, Eastern Time, on the later of (i) xx the second Business Day after business day following the satisfaction or waiver, if applicable, of the conditions to the Merger set forth in Section 9 hereof (or as soon as practicable thereafter following satisfaction or waiver of the last of conditions to the conditions Merger set forth in Article 5 to be satisfied Section 9 hereof), or waived (at such other than any such conditions that by their nature are to be satisfied at the Closingplace, but subject to the satisfaction or waiver of such conditions at Closing) time 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 as the parties hereto otherwise agree in writingmay mutually agree. The date on which the and time of such Closing actually takes place is are herein referred to as the “"Closing Date.”" (b) Subject Immediately following the Closing and on the Closing Date, the parties hereto will cause the Merger to be consummated by filing with the provisions Department of this Agreement, in order to effect State of the Merger, State of New York a certificate of merger that has been duly executed in accordance with, and in such form as required by, and executed in accordance with, 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 New York BCL (the time of such filing being the filing "Effective Time"). (c) Notwithstanding any approval of such certificate of merger with this Agreement by the Secretary of State Shareholders, no agreement among the parties hereto to change the place, time or date of the State Closing shall require the approval of Delaware the shareholders of the Company, Parent 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”)Purchaser.

Closing; Effective Time of the Merger. (a) The consummation of the transactions contemplated by this Agreement Transactions (the “Closing”) shall take place at the offices of Xxxxxx, Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, 000 Xxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 a.m., Eastern Time, a.m. on the later of (i) the second Business Day after the satisfaction or waiver (to the extent permitted by Legal Requirements) 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 or, to the extent permissible, 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 by Parent and the Company 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 transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx, Xxxx & Xxxxxxxx Cooley Godward Kronish LLP, 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx0xx Xxxxx, Xxx Xxxx 00000 at 10:00 a.m.Xxxxxxxxx, Eastern TimeXxxxxxxxxx (or such other place or time as Parent and the Company may jointly designate in writing), on the as soon as practicable, but no later of (i) the second Business Day than two business days after the satisfaction or waiver of the last of the conditions set forth in Article 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 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 Periodconditions), 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 Upon the terms and 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, satisfying the relevant provisions applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware concurrently in accordance with or as soon as practicable following the Closingrelevant provisions of the DGCL. 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”).