Closing; Effective Time; Termination Clause Samples

Closing; Effective Time; Termination. (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and at a time to be mutually agreed upon by Parent and the Company, which date shall be no later than three (3) Business Days after the satisfaction or waiver of the last of the conditions set forth in Article V (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). The date on which the Closing is held is herein referred to as the “Closing Date.” The Closing will be held at the offices of L▇▇▇▇▇▇ K▇▇▇▇▇ LLP, 6▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another place is agreed to in writing by the parties hereto. (b) Subject to the provisions of this Agreement, upon satisfaction of all conditions to Closing, the parties shall duly prepare, execute and file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, complying with Section 251(c) of the DGCL with respect to the Merger. The Merger shall become effective upon the filing of the Certificate of Merger (the “Effective Time”). (c) Notwithstanding anything herein to the contrary, in the event the initial closing under the PPO is not effected within seventy-five (75) days (or one hundred sixty-five (165) days if the offering period of the PPO is extended pursuant to the PAA) after the Memorandum Finalization Date, the Company may unilaterally terminate this Agreement by written notice to Parent and Merger Sub. If this Agreement is terminated by the Company pursuant to the immediately preceding sentence, this Agreement shall be of no further force or effect and there shall be no liability on the part of any party to any other party under this Agreement, except that Section 6.03 (Publicity) and Article VII (Miscellaneous) shall survive such termination. Notwithstanding the foregoing, all applicable termination provisions contained in the PAA shall remain in full force and effect upon any termination event hereunder or under the PAA.