Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc)

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Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, located at 00000 000 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, Xxx Xxxx 00000, at a time and date to be specified by the parties10:00 A.M., which shall be Eastern time, no later than the second business day after later of (i) the fifth Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the conditions obligations of the Parties set forth in Article VI VII (other than those such conditions that as may, by their terms are to terms, only be satisfied or waived at the ClosingClosing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other time, place or at such other time or on such other date and location as the parties Parties mutually may agree in writing; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of the extension of the date of Closing (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of the Acquiror to perform or comply with its obligations hereunder, the Cash-Through Amount shall be paid to Company on June 22, 2007 or immediately thereafter). The date on which the Closing occurs takes place is referred to herein as the “Closing Date.” Subject Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder. (b) As soon as practicable on the provisions of this AgreementClosing Date, the parties hereto Parties shall both cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing to be executed and filed with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”), executed in accordance with the “Effective Time relevant provisions of the First Merger”) as soon as practicable on or after DGCL. The Merger shall become effective upon the Closing Date. Subject to filing of the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware or at such other time as the Parties shall agree and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.” (c) At the Closing, the Acquiror shall deposit with the Escrow Agent an amount equal to the Escrow Amount. The Escrow Amount will be held and released in accordance with the relevant provisions terms of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerIndemnity Escrow Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (STR Holdings LLC), Agreement and Plan of Merger (STR Holdings (New) LLC)

Closing; Effective Time. The (a) Subject to the terms and conditions of this Agreement, the closing of the Transaction Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxXxxx, at a time and date to be specified XX 00000, or remotely by the partieselectronic exchange of documents, commencing at 10:00 a.m. (New York time) on the date which shall be no later than the second business day is three (3) Business Days after the satisfaction or waiver of the date on which all conditions set forth in Article VI 11 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver of such conditions) or such other time, date time and location place as HTP and the parties agree in writingCompany may mutually and reasonably agree. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date.” Subject to ” (b) On the provisions of this AgreementClosing Date, the parties hereto Parties shall cause the First Merger Blocker Mergers to be consummated simultaneously by filing a certificate the applicable Certificates of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing Merger with the Secretary of State of the State of Delaware (or the date and time of acceptance by the Secretary of State of the State of Delaware of the last of such later filings, or, if another date and time as may be agreed in writing by Company and Parent and is specified in the First Certificate of Merger) such filings, such specified date and time, being the “Blocker Mergers Effective Time of the First MergerTime). (c) as soon as practicable on or after On the Closing Date. Subject to , and immediately after the provisions of this AgreementBlocker Mergers Effective Time, the parties hereto Parties shall cause the Second HTP Mergers to be consummated simultaneously by filing the applicable Certificates of Merger with the Secretary of State of the State of Delaware (the date and time of acceptance by the Secretary of State of the State of Delaware of the last of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “HTP Mergers Effective Time”). (d) On the Closing Date and immediately after the HTP Mergers Effective Time, the Parties shall cause the Company Merger to be consummated by filing a the applicable Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the date and time of such filing with acceptance by the Secretary of State of the State of Delaware (or of the last of such later filings, or, if another date and time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) such filings, such specified date and time, being the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Highland Transcend Partners I Corp.), Merger Agreement (Highland Transcend Partners I Corp.)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction First Merger (the “Closing”) shall take place by remote exchange of documents at the offices of Xxxxxxxx & Xxxx Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx 1999 Avenue of the Stars, Xxxxxx-Xxxxxxx Xxxxx, Xxxxx 000Xxxxxxx Xxxx, Xxx XxxxxXX 00000, at a time and 10:00 a.m. (Pacific time) on the date to be specified by the parties, which shall be no later than the second business day is two (2) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, First Merger Sub, and the parties hereto Company shall cause the First Merger Certificate to be consummated by executed and duly submitted for filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the “DGCL. The First Certificate of Merger”) (Merger shall become effective at the time of such when the First Merger Certificate has been accepted for filing with by the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed by Xxxxxxxx and the Company in writing by Company and Parent and specified in the First Merger Certificate of Merger) being (the “First Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date). Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Second Merger Sub, and the parties hereto Company shall cause the Second Merger Certificate to be consummated by executed and duly submitted for filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL and the DLCA (the “DLLCA. The Second Certificate of Merger”) (Merger shall become effective at the time of such when the Second Merger Certificate has been accepted for filing with by the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed by Xxxxxxxx and the Company in writing by Company and Parent and specified in the Second Merger Certificate of Merger) being (the “Second Effective Time”). (c) For the avoidance of doubt, the Closing, the First Effective Time and Second Effective Time shall not occur prior to the completion of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerDomestication.

Appears in 2 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)

Closing; Effective Time. The closing (a) Unless this Agreement shall have been terminated pursuant to Section 7, and unless otherwise mutually agreed in writing between the Company, Parent and Merger Sub, the consummation of the Transaction Merger (the “Closing”) shall take place at by means of a virtual closing via the offices electronic exchange of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time documents and date to be specified signatures by the parties, which shall be Parties as soon as practicable (and in no event later than the second three (3) business day after days) following the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver (by the Party or waiver Parties entitled to the benefits thereof) of the conditions set forth in Article VI Section 6 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing); provided, or at that if any of the conditions set forth in Section 6 are not satisfied or, to the extent permitted by applicable Legal Requirements, waived on such other timethird (3rd) business day, date and location as then the parties Closing shall take place on the first (1st) business day thereafter on which all such conditions shall have been satisfied or, to the extent permitted by applicable Legal Requirements, waived; provided, further that if the Parties mutually agree in writingwriting upon another date, the Closing shall take place on such date. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the parties hereto Closing Date, the Company and Merger Sub shall file or cause the First Merger to be consummated by filing filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL (DGCL, and the “First Certificate of Merger”) (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of such the filing of that certificate of merger with the Secretary of State of the State of Delaware (or such later date and time as may be is agreed upon in writing by Company and Parent the Parties and specified in the First Certificate certificate of Merger) being merger (such date and time the Merger is effective, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Acquisition Agreement, Merger Agreement (IVERIC Bio, Inc.)

Closing; Effective Time. The closing consummation of the Transaction Mergers (the “Closing”) shall take be held remotely by exchange of documents and signatures (or their electronic counterparts) unless a place at for the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date Closing to be specified held in person is agreed to in writing by the partiesparties to this Agreement, which shall be no later than on the second business day Business Day after the satisfaction or or, to the extent permitted hereunder and by applicable Legal Requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Mergers set forth in Article VI (Section 5.1, Section 5.2 and Section 5.3, other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or waiver of each of such conditions at such other timethe Closing, unless another time or date is agreed to in writing by Parent and location as the parties agree in writingCompany. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, at the Closing, the parties hereto shall cause an articles of merger with respect to the First Merger in form and substance reasonably satisfactory to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL parties (the “First Certificate of Merger”) and immediately thereafter a certificate of merger or articles of merger, as applicable, with respect to the Second Merger in form and substance reasonably satisfactory to the parties (the time “Second Certificate of such filing Merger,” together with the First Certificate of Merger, the “Certificates of Merger”) to be duly executed and filed with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Utah Division of Corporations”) and the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and make all other filings or recordings required by the Company, the Acquisition Subs or Parent under the Utah Act, the DGCL and DLLCA in connection with effecting the Mergers. The Mergers shall become effective on the date and at such time as the Certificates of Merger are filed with the Utah Division of Corporations and the Delaware Secretary of State, as applicable, or at such later time as may be mutually agreed to in writing by Parent and the Company and Parent and specified in the Certificates of Merger (the time at which the First Certificate of Merger) Merger becomes effective being referred to in this Agreement as the “First Effective Time of Time” and the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause time at which the Second Merger becomes effective being referred to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (this Agreement as the “Second Certificate of MergerEffective Time) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Drilling Tools International Corp), Merger Agreement (Superior Drilling Products, Inc.)

Closing; Effective Time. (a) The closing of the Transaction Merger (the "Closing") shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLPas soon as practicable, located at 00000 Xxxx Xxxxx Xxxxxbut in any event within three Business Days, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver (subject to Applicable Laws) of the conditions (excluding conditions that, by their nature, cannot be satisfied until the Closing Date (as defined below)) set forth in Article VI (other than those conditions that VIII, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writing. The hereto (the actual time and date on which of the Closing occurs is being referred to herein as the "Closing Date"). The Closing shall be held at the offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York, uxxxxx xxxxher xxxxe is axxxxx xx xx xxxxxxx xx xxx xxxxxxx xxxxxo.” Subject to (b) The Merger shall become effective as set forth in the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with relating thereto substantially in the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing form attached hereto as Exhibit D that shall be filed with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First "Delaware Secretary") on the Closing Date (the "Certificate of Merger) being "). The term "Effective Time" shall be the “Effective Time of date and time when the First Merger”) Merger becomes effective, as soon as practicable on or after set forth in the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) . The Effective Time shall occur immediately after the Time of Distribution (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified defined in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerDistribution Agreement).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Conexant Systems Inc), Agreement and Plan of Reorganization (Alpha Industries Inc)

Closing; Effective Time. (a) The closing of the Transaction Amalgamation (the “Closing”) shall take place at occur on the offices later to occur of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by (i) the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the conditions (excluding conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) set forth in Article VI 7 and (other than those conditions that ii) April 1, 2014, unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by their terms are to be satisfied or waived at the Closing), or at such other time, Parties (the date and location as the parties agree in writing. The date on which time of the Closing occurs is being referred to herein in this Agreement as the “Closing Date”). The Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another place is agreed to in writing by the Parties. (b) Subject to the provisions of this Agreement and the Amalgamation Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable following the Closing and on or after the Closing Date, the Parties shall cause the Amalgamation to be registered by filing the Amalgamated Company Memorandum of Association, Bye-laws and all other documents required by the Companies Act (the “Amalgamation Application”) with the Registrar of Companies of Bermuda (the “Registrar”) in accordance with Section 108 of the Companies Act. The Amalgamation shall become effective on the date shown on the certificate of amalgamation, which shall be the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State The effective time of the State Amalgamation will be the time shown on the certificate of Delaware in accordance with the relevant provisions of the DGCL and the DLCA amalgamation (the “Second Certificate of MergerEffective Time) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Agreement and Plan of Amalgamation, Agreement and Plan of Amalgamation (Enstar Group LTD)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place at the offices by electronic delivery of Xxxxxxxx & Xxxxxxxx LLPdocuments and release of signatures (by PDF (portable document format) and/or electronic mail), located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxxall of which will be deemed to be originals, at a time and date to be specified agreed by the parties, Company and the Acquiror on the date which shall be no later than the second business day is two (2) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver thereof) or such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the parties hereto Company shall cause the First Merger Certificate to be consummated by executed and duly submitted for filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the “First Certificate of Merger”) (DGCL. The Merger shall become effective at the time of such when the Merger Certificate has been accepted for filing with by the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed by Acquiror and the Company in writing by Company and Parent and specified in each of the First Merger Certificate of Merger) being (the “Effective Time Time”). (c) For the avoidance of the First Merger”) as soon as practicable on or after doubt, the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time shall not occur prior to the completion of the First MergerDomestication.

Appears in 2 contracts

Samples: Merger Agreement (Xos, Inc.), Merger Agreement (NextGen Acquisition Corp)

Closing; Effective Time. The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, 9:00 p.m. (Hong Kong time) at a time and date venue to be specified agreed upon by Parent and the parties, which shall be no later than Company on the second business day third (3rd) Business Day after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VI ARTICLE VIII, provided that, notwithstanding the satisfaction or waiver of all of the conditions set forth in ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waived written waiver (where permissible) of those conditions at the Closing), if the Marketing Period has not ended, the Closing shall not be required to occur until the earlier of (a) a Business Day during the Marketing Period specified by Parent on no fewer than three (3) Business Days’ prior written notice to the Company and (b) the next Business Day after the final day of the Marketing Period but subject, in the case of each of clauses (a) and (b), to the continued satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VIII (other than those conditions that by their terms are to be satisfied at such other timethe Closing, date but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and location as Parent (the parties agree in writing. The date day on which the Closing occurs is referred to herein as takes place being the “Closing Date.” Subject to ”). On the provisions Closing Date, Merger Sub and the Company shall execute a plan of this Agreementmerger, substantially in the form set out in Annex A (the “Plan of Merger”), and the parties hereto shall cause file the First Plan of Merger and other documents required under the CICL to be consummated by filing a certificate of merger effect the Merger with the Secretary Registrar of State Companies of the State Cayman Islands as provided by Section 233 of Delaware the CICL. The Merger shall become effective on the date (the date and time the Merger becomes effective being the “Effective Time”) specified in the Plan of Merger in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerCICL.

Appears in 2 contracts

Samples: Merger Agreement (Chen Chris Shuning), Merger Agreement (Pactera Technology International Ltd.)

Closing; Effective Time. The closing (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxx Xxxxxxxxx Xxxx, Xxx XxxxxXxxx, at a time and Xxx Xxxx 00000, as soon as practicable following (but in any event on the same date to be specified by as) the parties, which shall be no later than the second business day after the satisfaction or waiver of Offer Acceptance Time except if the conditions set forth in Article VI (other than those conditions that by their terms are to Section 7.1 shall not be satisfied or, to the extent permitted by applicable Legal Requirements, waived as of such date, in which case the Closing shall take place on the first business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permitted by applicable Legal Requirements, waived, unless another date or waived at place is agreed to in writing by the Closing), or at such other time, date Company and location as Parent prior to the parties agree in writingOffer Acceptance Time. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the parties hereto Closing Date, the Company and Purchaser shall file or cause the First Merger to be consummated by filing filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL (DGCL, and the “First Certificate of Merger”) (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of such the filing of that certificate of merger with the Secretary of State of the State of Delaware (or such later date and time as may be is agreed upon in writing by Company and Parent the Parties and specified in the First Certificate certificate of Merger) being merger (such date and time, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Gilead Sciences Inc), Merger Agreement (Forty Seven, Inc.)

Closing; Effective Time. The closing consummation of the Transaction Merger (the “Closing”) shall will take place at on the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second last business day after of the satisfaction or waiver first calendar month in which all of the conditions set forth in Article VI Section 7 have been satisfied (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), or at such other time, date and location time as the parties Parties to this Agreement agree in writing. The (the actual date on which the Closing occurs is referred to herein as takes place, the “Closing Date.” Subject ”). The Parties shall use their commercially reasonable efforts to consummate the provisions Merger on or before December 31, 2010, including without limitation the prompt taking of all actions referred to in Section 6.3. The Closing will take place at the offices of Bass, Xxxxx & Xxxx PLC, 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, or at such other location as the Parties to this AgreementAgreement agree. In connection with the Closing, the parties hereto shall Target will cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated made effective by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be which Acquiror and Target will have agreed upon and designated in writing by Company and Parent and specified such filing in the Second Certificate of Merger) accordance with applicable Law being the “Effective Time Time”). In the event the Closing Date as determined pursuant to this Section 2.2 would be December 31, 2010, Target may, by written notice to Acquiror not later than December 10, 2010, elect to consummate the Merger on December 30, 2010 rather than December 31, 2010 (a “Closing Election”). In the event Target makes a Closing Election, the Parties shall use their commercially reasonable efforts to consummate the Merger on December 30, 2010 (subject to the satisfaction or waiver of the Second Merger”conditions set forth in Section 7) provided that Target shall pay and reimburse Acquiror for all additional fees, costs, expenses and liabilities incurred by Acquiror (including, without limitation, additional interest expense and other fees and expenses payable in connection with the Financing) as soon as practicable a result of consummating the Merger on or after the Effective Time of the First MergerDecember 30, 2010 rather than December 31, 2010.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HealthSpring, Inc.), Merger Agreement (HealthSpring, Inc.)

Closing; Effective Time. The Subject to the provisions of ARTICLE 8, the closing of the Transaction Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, located at 00000 Xxxx Xxxxx 1185 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx 00000, Xxx Xxxxxas soon as practicable, at a time and date to be specified by the parties, which shall be but in no event later than the second business day Business Day after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in Article VI ARTICLE 8 (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied until the Closing, but subject to the satisfaction or waived waiver (to the extent permitted by Law) of such conditions at the Closing), or at such other timeplace or on such other date as Parent, date BioLite and location as the parties agree in writingBioKey may mutually agree. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to “. At the provisions of this AgreementClosing, the parties hereto shall cause the First Merger Mergers to be consummated by (i) filing a certificate Articles of merger Merger (the “BioLite Articles of Merger”) with the Secretary of State of the State of Delaware Nevada, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL NRS and shall make all other filings or recordings required under the NRS in connection with the BioLite Merger, and (ii) filing an agreement of merger (the “First BioKey Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or California, in such later time form as may be agreed required by, and executed in writing by Company and Parent and specified in accordance with, the First Certificate of Merger) being the “Effective Time relevant provisions of the First Merger”) as soon as practicable on CGCL, and shall make all other filings or after recordings required under the Closing Date. Subject to CGCL in connection with the provisions BioKey Merger (the later of this Agreement, the parties hereto shall cause date and time of the Second Merger to be consummated by acceptance of the filing a Certificate of the BioLite Articles of Merger with by the Secretary of State of the State of Delaware in accordance with Nevada, and the relevant provisions date and time of the DGCL and acceptance of the DLCA (filing of the “Second BioKey Certificate of Merger”) (the time of such filing with Merger by the Secretary of State of the State of Delaware (California, or such later time as may be agreed in writing by Company and Parent and is specified in the Second BioLite Articles of Merger or the BioKey Certificate of Merger) Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (American BriVision (Holding) Corp), Agreement and Plan of Merger (American BriVision (Holding) Corp)

Closing; Effective Time. The Subject to the provisions of Article VII, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxXxxx, at a time and date to be specified by the partiesXxx Xxxx, which shall be no later than the second business day as soon as reasonably practicable after the satisfaction or waiver of the conditions set forth in Article VI VII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied until the Closing, but subject to the satisfaction or waived waiver of such conditions at the Closing); provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days’ notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (or the Closing may be consummated at such other time, place or on such other date as Parent and location as the parties agree in writingCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to ”. At the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the “First Certificate of Merger”) (the date and time of such the filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time of the Second MergerTime”) as soon as practicable on and shall make all other filings or after recordings required under the Effective Time of DGCL in connection with the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Neiman Marcus, Inc.), Merger Agreement (Neiman Marcus, Inc.)

Closing; Effective Time. The closing of the Transaction Merger (the "Closing") shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m. (New York time) on November 23, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties1999, which date shall not be no later than the second business day one (1) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived Sections 5.1 and 5.2 at the Closing)offices of Xxxxxxx, or at such other timeXxxxxxxxx LLP, date and location as Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the parties agree in writing. The date on which the Closing occurs is shall occur being referred to herein in this Agreement as the "Closing Date.” Subject "), provided, however, that notwithstanding anything contained herein to the provisions contrary, (i) the resignation of this Agreement, the parties hereto current director of the Company and the appointment of the Xxxxx Xxxx and Xxxxxx Xxxx as replacement directors thereof shall cause not occur until the First Merger expiration of the ten (10) day period commencing with the mailing to the Commission and the stockholders of the Company a statement in compliance with Rule 14f-1 under the Exchange Act and (ii) the Certificate of Amendment shall not be consummated by filing a certificate of merger filed with the Secretary of State of the State of Delaware until an information statement in accordance compliance with the relevant provisions Section 14(c) of the DGCL Exchange Act and the rules and regulations promulgated thereunder has been sent to the stockholders of the Company. Contemporaneously with or as promptly as practicable after the Closing, a certificate of merger (the “First "Certificate of Merger") (shall be duly prepared and acknowledged by the time of such filing Surviving Corporation and thereafter filed with the Secretary of State of the State of Delaware (or Delaware, in such later time form as may be agreed is required by, and executed in writing by Company and Parent and specified in accordance with the First Certificate of Merger) being relevant provisions of, the “Effective Time DGCL. The Merger shall become effective upon the filing of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the date and time of such filing with being the Secretary of State "Effective Time"). Promptly after the filing of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being , the “Effective Time of Company shall file the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerSection 253 Merger Certificate.

Appears in 2 contracts

Samples: Merger Agreement (Liberty Group Holdings Inc), Merger Agreement (Liberty Holdings Group Inc)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxNew York City time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day Business Day after the satisfaction or waiver of all of the conditions set forth in Article VI ARTICLE VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waived waiver of such conditions at the Closing), or at such other the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date and location as or place is agreed to in writing by the parties agree in writinghereto. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject ” (b) Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger merger to be consummated by filing (i) articles of merger substantially in the form attached hereto as Exhibit C (the “Articles of Merger”) with the Secretary of State of the State of Washington for filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger and (ii) a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with and by making all other filings or recordings required under the relevant provisions DGCL. The Merger shall become effective at such time as the Articles of the DGCL (the “First Certificate of Merger”) (the time of such filing Merger are duly filed with the Secretary of State of the State of Delaware Washington (at the time specified therein, or if no such later time is specified therein, as of the close of business on the date so filed), or at such subsequent date or time as may be agreed in writing by Company and Parent and specified the Company shall agree and specify in the First Certificate Articles of Merger) being Merger or, if not specified therein, by the WBCA. The time at which the Merger becomes effective is referred to herein as the “Effective Time Time.” This Agreement shall be deemed the “plan of merger” under Chapter 11 of the First Merger”WBCA and together with Exhibit A and Exhibit E hereto (but excluding the other Exhibits and Schedules hereto) as soon as practicable on or after shall be filed with the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate Articles of Merger with the Secretary of State pursuant to Section 23B.11.050(1) of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerWBCA.

Appears in 2 contracts

Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC)

Closing; Effective Time. The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPAs promptly as practicable, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but in no event later than the second business day three Business Days, after the satisfaction or or, if permissible, waiver of the conditions set forth in Article VI VIII (other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waived waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by taking the following steps (which, for clarity, shall be part of the same overall transaction): (a) The closing (the “Closing”) shall be held remotely via electronic exchange of executed documents, or at such other timemanner, date time and location place as the parties agree shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in writingArticle VIII. The date on which the Closing occurs shall occur is referred to herein as the “Closing Date.” Subject to ” (b) First, on the provisions of this AgreementClosing Date, the parties hereto shall cause the First Merger to be consummated by filing filed a certificate of merger (a “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL (and mutually agreed by the “First Certificate of Merger”) parties (the time of the acceptance of such filing with Certificate of Merger by the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent each of the parties hereto and specified in the First such Certificate of Merger) being the “Effective Time Time”). In addition, in accordance with the SPAC Organizational Documents (including Section 9.2 of the First Merger”SPAC Certificate of Incorporation), the SPAC shall cause the SPAC Stockholder Redemption to occur upon the Effective Time. (c) Second, as soon promptly as practicable following the filing of the Certificate of Merger, on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto SPAC shall cause adopt as the Second Merger to be consummated SPAC’s certificate of incorporation the amended and restated certificate of incorporation in substantially the form set forth attached as Exhibit E (the “New SPAC Certificate of Incorporation”) by filing a the New SPAC Certificate of Merger Incorporation with the Secretary of State of the State of Delaware Delaware, with such modifications as may be mutually agreed between the Company and the SPAC, pursuant to which the SPAC shall have a single class common structure with shares of common stock, par value $0.0001 per share, having voting rights of one vote per share (the “New SPAC Common Stock”). The New SPAC Certificate of Incorporation shall become the certificate of incorporation of the SPAC until thereafter supplemented or amended in accordance with its terms and the relevant provisions DGCL. (d) Third, as promptly as practicable following the filing of the DGCL and the DLCA (the “Second New SPAC Certificate of Merger”) (Incorporation, the time SPAC shall file the Certificate of such filing Designations with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Delaware, which Certificate of Merger) being Designations shall become effective following the “Effective Time effective time of the Second Merger”) as soon as practicable on or after New SPAC Certificate of Incorporation. Immediately following the Effective Time effective time of the First MergerCertificate of Designations, the SPAC shall cause the Preferred Stock Issuance to occur.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

Closing; Effective Time. The closing of the Transaction Integrated Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxx LLP, located at 00000 000 Xxxx Xxxxx XxxxxXxxxxx, Xxxxx 0000000, Xxx XxxxxXxxxxxx, at Xxxxx 00000 on a time and date to be specified mutually agreed upon by Pi and Lambda (the parties“Closing Date”), which date shall be no later than the second business day Business Day after the satisfaction or waiver of the conditions set forth in Article VI shall have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other timetime as Pi and Lambda shall mutually agree. Immediately following the Closing, date Lambda and location as the parties agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto Pi shall cause the First Merger to be consummated by filing (a) a certificate of merger (the “First Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions DGCL effecting the First Merger and (b) a certificate of the DGCL merger (the “First Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions DCGL and the DLLCA effecting the Second Merger. The First Merger shall become effective upon such filing and acceptance of the DGCL and the DLCA (the “Second First Certificate of Merger”) (the time of such filing Merger with the Secretary of State of the State of Delaware (Delaware, or at such later date and time as may be agreed by Pi and Lambda and as set forth in writing by Company and Parent and specified the First Certificate of Merger (the “Effective Time”). The Second Merger shall become effective one minute after the Effective Time (the “Second Merger Effective Time”), as the parties shall specify in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Penn Virginia Corp), Merger Agreement (Lonestar Resources US Inc.)

Closing; Effective Time. The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 0000000 Xxxxxxxx Xxxx, Xxx Xxxxx, at a time and date to be specified by the partiesXxxxxxxxxx, which shall be as promptly as practicable, but no later than the second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Section 6 and Section 7 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and location except that the Second Step Merger shall be consummated as the parties agree provided in writingSection 1.1. The date on which the Closing occurs actually takes place is referred to herein in this Agreement as the “Closing Date.” Subject to Contemporaneously with the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a properly executed certificate of merger satisfying the applicable requirements of the DGCL, in the form attached hereto as EXHIBIT C-1 (the “First Step Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware in accordance with Delaware. The First Step Merger shall become effective at the relevant provisions of the DGCL (the “First time such Certificate of Merger”) (the time of such filing Merger is filed with the Secretary of State of the State of Delaware (or such later the time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) Merger becomes effective being the “Effective Time Time”). In connection with the consummation of the First Second Step Merger, Parent shall cause a properly executed certificate of merger satisfying the applicable requirements of the DGCL and the LLC Act, in the form attached hereto as EXHIBIT C-2 (the “Second Step Certificate of Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement), the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerDelaware.

Appears in 2 contracts

Samples: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, Inc.)

Closing; Effective Time. The Upon the terms and conditions set forth herein, the closing of the Transaction Merger (the “Merger Closing”) shall will take place (a) if the Offer Closing shall have not occurred at or prior to the offices of Xxxxxxxx & Xxxxxxxx LLPMerger Closing, located at 00000 Xxxx Xxxxx Xxxxx10:00 a.m., Xxxxx 000New York City time, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than on the second business day Business Day after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or (b) if the Offer Closing shall have occurred on or prior to the Merger Closing, on the date of, and immediately following the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised), in either case at such other the offices of DLA Piper LLP (US) located at 1251 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and notwithstanding Section 5.3, unless another time, date or place is agreed to in writing by Parent and location as the parties agree in writingCompany. The date on which the Merger Closing occurs is referred to herein in this Agreement as the “Merger Closing Date.” Notwithstanding the preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver in writing of those conditions if permissible under applicable Law), or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of the last sentence of Section 5.4(b), then the Merger Closing shall occur instead on the date following the satisfaction or waiver of such conditions (subject to the satisfaction or waiver of such conditions on that date) that is the earlier to occur of (i) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days prior notice to the Company and (ii) the Business Day immediately following the final Business Day of the Marketing Period, or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of last sentence of Section 5.4(b), no earlier than five (5) Business Days following the earlier to occur of (x) the termination of discussions with such Qualified Go-Shop Bidder or (y) the fifteenth (15th) day following the Go-Shop End Date, and such date shall be deemed the Merger Closing Date. Subject to the provisions of this Agreementterms and conditions set forth herein, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later other date and time as may be mutually agreed in writing upon by Parent and the Company and Parent and specified set forth in the First Certificate of Merger) being Merger (the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Wok Acquisition Corp.), Merger Agreement (P F Changs China Bistro Inc)

Closing; Effective Time. The closing (a) Unless this Agreement shall have been terminated pursuant to Section 7.1, and unless otherwise mutually agreed in writing among the Company, Parent and Merger Sub, the consummation of the Transaction Merger (the “Closing”) shall take place at via the offices electronic exchange of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time documents and date to be specified signatures by the parties, which shall be Parties as soon as practicable (and in no event later than the second three (3) business day after days) following the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver by the Party or waiver Parties entitled to the benefits thereof of the conditions set forth in Article VI Section 6 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing); provided, or at that if any of the conditions set forth in Section 6 are not satisfied or, to the extent permitted by applicable Legal Requirements, waived on such other timethird (3rd) business day, date and location as then the parties agree in writingClosing shall take place on the first (1st) business day thereafter on which all such conditions shall have been satisfied or, to the extent permitted by applicable Legal Requirements, waived. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the parties hereto Closing Date, the Company and Merger Sub shall file or cause the First Merger to be consummated by filing filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL (DGCL, and the “First Certificate of Merger”) (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of such the filing of that certificate of merger with the Secretary of State of the State of Delaware (or such later date and time as may be is agreed upon in writing by Company and Parent the Parties and specified in the First Certificate certificate of Merger) being merger (such date and time the Merger is effective, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall will take place at concurrently with the offices execution and delivery of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time this Agreement remotely via the electronic exchange of documents and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writingsignatures. The date on upon which the Closing actually occurs is shall be referred to herein as the “Closing Date.” Subject to On the provisions of this AgreementClosing Date, the parties hereto shall cause the First Merger to be consummated by filing a certificate Certificate of merger with Merger conforming to the Secretary of State of the State of Delaware in accordance with the relevant provisions requirements of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”), in accordance with the “Effective Time applicable provisions of DGCL (the time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions acceptance of this Agreement, the parties hereto shall cause the Second Merger to be consummated such filing by filing a Certificate of Merger with the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time”). (b) At the Effective Time, the effect of the Merger shall be as provided in accordance with the relevant applicable provisions of the DGCL DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all restrictions, disabilities and duties of the Company and Merger Sub shall become the restrictions, disabilities and duties of the Surviving Corporation. (c) At the Closing: (i) the Company shall deliver to Parent: (A) a certificate duly executed by the Chief Executive Officer of the Company certifying (and other evidence in form and substance satisfactory to Parent) that: (1) the adoption of this Agreement shall have been duly approved by the Required Merger Stockholder Vote (as defined in Section 2.22); (2) the number of shares of Company Capital Stock that constitute (or that are or may be eligible to become) Dissenting Shares (as defined in Section 1.6(a)) shall be less than 10% of the Company Capital Stock outstanding immediately prior to the Closing (excluding shares held by Parent); and (3) the amount of the Closing Indebtedness is zero; (B) the Escrow Agreement, duly executed by the Stockholders’ Agent and the DLCA Escrow Agent; (C) Employment Agreements duly executed by Xxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxx Xxxxxx and Xxxxxxxx Xxxxx (the “Second Certificate of MergerKey Employees); (D) Joinder Agreements, executed by the persons listed on Schedule 1.2(c)(i)(D); (E) agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the agreements identified on Schedule 1.2(c)(i)(E) as described on Schedule 1.2(c)(i)(E); (F) a certificate (the time “Merger Consideration Certificate”), duly executed on behalf of the Company by the Chief Executive Officer, containing the following information (along with calculations of any such amounts) and the representation and warranty of the Company that all of such filing with the Secretary of State information is true and accurate as of the State of Delaware Closing: (1) the Closing Indebtedness, the Transaction Expenses and Transaction Payroll Taxes paid or such later time as may be agreed in writing by Company payable (including any Transaction Expenses and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or Transaction Payroll Taxes that will become payable after the Effective Time with respect to services performed or actions taken prior to or at the Effective Time), the Net Working Capital and, based thereupon, the Net Working Capital Deficiency, the Aggregate Exercise Price, the Per Share Series B Closing Proceeds, the Per Share Series A Closing Proceeds and the Per Share Common Closing Proceeds; (2) the name and address of record of each Person who is a stockholder of the First Company immediately prior to the Effective Time; (3) the number of shares of Company Capital Stock of each class and series held by each such stockholder immediately prior to the Effective Time; (4) the consideration that each such stockholder is entitled to receive pursuant to Section 1.4; (5) the amount of cash to be contributed to the Escrow Fund with respect to the shares of Company Capital Stock held by each such stockholder and each holder of a Company Option, and the allocation of the Escrow Fund for purposes of the indemnity obligations in Section 4.2 hereof; (6) the name and address of record of each holder of, the exercise price per share of, the number and class of shares of Company Common Stock subject to, the vesting schedule applicable to and the expiration date of each Company Option outstanding immediately prior to the Effective Time (after giving effect to any exercises of Company Options prior to the Effective Time); (7) the consideration that each holder of Company Options is entitled to receive pursuant to Section 1.5; and (8) the total amount of Taxes to be withheld from the Merger Consideration that each holder of shares of Company Capital Stock or holder of Company Options, in each case as of immediately prior to the Effective Time, is entitled to receive pursuant to Sections 1.4 and 1.5 as, for Tax purposes, compensation for services. (G) written resignations of all officers and directors of the Company, effective as of the Effective Time; (H) the Certificate of Merger, duly executed by the Company; (I) a properly executed statement, dated as of the Closing Date, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in a form reasonably acceptable to Parent, certifying that an interest in the Company is not a U.S. real property interest within the meaning of Code Section 897(c), together with the required notice to the IRS and written authorization for Parent to deliver such statement and notice to the IRS on behalf of the Company upon the Closing; (J) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that upon payment in full of such amount, it will not be owed any other amount by any of the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (K) a legal opinion executed by Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP in the form of Exhibit D; (L) evidence to Parent as to the adoption by the board of directors of the Company of resolutions to terminate the following, or a representation in the certificate referenced in Section 1.2(c)(i)(A) that none of the following exist: (x) any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code; and (y) any group severance, separation or salary continuation Company Employee Plans, programs or arrangements, in each case effective no later than the date immediately preceding the date of this Agreement; (M) either: (x) evidence reasonably satisfactory to Parent that any agreements, contracts or arrangements that may result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) or that would be subject to an excise tax under Section 4999 of the Code have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G, and that such approval has been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G; (y) in the absence of such stockholder approval, a waiver in form and substance reasonably satisfactory to Parent, duly executed by each Person who might receive any such amount and/or benefit; or (z) confirmation in Part 2.14(c) of the Disclosure Schedule that there are no exceptions to Section 2.14(c); (N) audited financial statements for the year ended December 31, 2015; and (O) agreements in substantially the form attached hereto as Exhibit E with each holder of a Company Option (the “Optionholder Agreements”). (ii) Parent shall deliver to the Company: (A) the Escrow Agreement, duly executed by Parent; and (B) evidence in form and substance satisfactory to the Company that the adoption of this Agreement and the consummation of the transactions contemplated hereby shall have been duly approved by (1) the board of directors of Parent, and (2) the board of directors and sole stockholder of Merger Sub. (iii) Parent shall deliver to the Key Employees: (A) Employment Agreements duly executed by Parent.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Yelp Inc)

Closing; Effective Time. The Subject to the provisions of Article VII, the closing of the Transaction Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxNew York time, Xxxxx 000as soon as practicable, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but in no event later than the second business day fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI VII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waived waiver of those conditions), at the Closing)offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York; provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, (i) Parent and Merger Sub will not be required to effect the Closing until the earlier to occur of (a) a date during the Marketing Period specified by Parent on at least three Business Days’ notice to the Company and (b) the final day of the Marketing Period and (ii) the Company shall not be required to effect the Closing without at least three Business Days’ notice specified by Parent (or the Closing may take place at such other place or at such other time, date as Parent and location as the parties agree in writingCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject ”. Prior to the provisions of this AgreementClosing, Parent shall prepare and on the parties hereto Closing Date the Surviving Corporation shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the “First Certificate of Merger”) (the date and time of such the filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) Merger and as is agreed to by the parties hereto, being the “Effective Time of the Second MergerTime”) as soon as practicable on and the parties hereto shall make all other filings or after recordings required under the Effective Time of DGCL in connection with the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Freescale Semiconductor Inc), Merger Agreement (Freescale Semiconductor Inc)

Closing; Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxx Xxxxxx LLP, located at 00000 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000Suite 300, Xxx XxxxxRaleigh, North Carolina 27607, at a time and date to be specified by the parties10:00 a.m., which shall be no later than local time, on the second business Business Day following the day after on which the satisfaction or waiver last of the conditions set forth in Article VI VII shall have been fulfilled or waived (other than those conditions that by their terms nature are satisfied at Closing, but subject to be satisfied or waived at the Closing), waiver of fulfillment of those conditions) or at such other time, date time and location place as Parent and the parties Company shall agree in writing. The date on which the Closing occurs is referred to herein as (the “Closing Date.” Subject ”). On the Closing Date and subject to the provisions of this Agreementterms and conditions hereof, the parties Parties hereto shall cause the First Merger to be consummated by filing a certificate Certificate of Ownership and Merger in the case of a short-form merger or a Certificate of Merger in the case of a long-form merger, in substantially the respective forms attached hereto as Exhibits C and D (each being a “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware in accordance with Delaware. The Merger shall become effective at such time as the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing Merger is duly filed with the Secretary of State of the State of Delaware (or at such later subsequent time as may be agreed in writing by Company and Parent and the Company shall agree and as shall be specified in the First Certificate of Merger) ), such time being referred to herein as the “Effective Time of the First MergerTime.) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Blackbaud Inc)

Closing; Effective Time. The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxx, Professional Corporation, located at 00000 000 Xxxx Xxxxx XxxxxXxxx Xxxx, Xxxxx 000Xxxx Xxxx, Xxx XxxxxXxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate the Certificate of merger Merger in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL Delaware Law (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First MergerTime”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement, Agreement and Plan of Reorganization (McData Corp)

Closing; Effective Time. The Unless this Agreement is earlier terminated in accordance with Article XII, the closing of the Transaction Acquisition Merger (the “Closing”) shall occur via the remote electronic exchange of documentation, unless otherwise agreed by the parties hereto, and shall be deemed to take place at the offices of Xxxxxxxx Loeb & Xxxxxxxx Loeb LLP, located at 00000 000 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, XX 00000 at 10:00 a.m. local time, on a time and date to be specified by the parties, which shall be no later than the second business day five (5) Business Days after the satisfaction or waiver of all the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing)IX, or at such other timeplace and time as B2B, date Fintech, and location as the parties Acquiror may mutually agree in writingupon. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, at the Closing, (i) B2B and Merger Sub I shall execute a plan of merger (“Plan of Merger I”) and articles of merger (“Articles of Merger I”); (ii) Fintech and Merger Sub II shall execute a plan of merger (“Plan of Merger II”) and articles of merger (“Articles of Merger II”), Plan of Merger II, together with Plan of Merger I, being the “Plans of Merger,” and Articles of Merger II together with Articles of Merger I, being the “Articles of Merger”, and (iii) the parties hereto shall cause the Second Acquisition Merger to be consummated under BVI Law by filing a Certificate the Articles of Merger with the Secretary Registrar of State Corporate Affairs of the State of Delaware British Virgin Islands in accordance with the relevant provisions of the DGCL and the DLCA BVI Business Companies Act (the “Second Certificate of Merger”) (the date and time of the registration of such filing with filings by the Secretary Registrar of State Corporate Affairs of the State of Delaware (British Virgin Islands, or such later time time, not more than 30 calendar days from the registration of such filings, as may be agreed in writing by Company B2B, Fintech, and Parent and specified the Acquiror in the Second Certificate their respective Articles of Merger) , being the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Business Combination Agreement (AGBA Group Holding Ltd.), Business Combination Agreement (AGBA Acquisition LTD)

Closing; Effective Time. (a) The closing of the Transaction First Step Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxPacific Time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified by the parties, which shall shall, unless otherwise mutually agreed upon by the parties, be no later than the second business day after earlier of (1) April 15, 2015; (2) the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writing. The date on which the Company has completed at least two consecutive months with positive net income on a U.S. GAAP basis. The Closing will be held at the offices of Xxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. The date upon which the Closing actually occurs is shall be referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, on the Closing Date, the parties hereto shall cause the First Step Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (Merger in substantially the time of such filing form attached hereto as Exhibit C with the Secretary of State of the State of Delaware (the “Certificate of Merger”), in accordance with the applicable provisions of the DGCL. The First Step Merger shall become effective upon the filing of the Certificate of Merger (or such later time as may be mutually agreed in writing by the Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or the “Effective Time”). As soon as practicable after the Effective Time, but in no event later than 1 business day, Parent shall cause the Second Step Merger to be consummated by filing a Certificate of Merger conforming to the requirements of the DGCL and the LLC Act to be filed with the Secretary of State of the State of Delaware (the “Second Step Certificate of Merger”) in accordance with the applicable provisions of the DGCL and the LLC Act (the time of acceptance by the Secretary of State of the State of Delaware of such later time filing being referred to herein as may the “Second Effective Time”). (b) At the Effective Time, the effect of the First Step Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL and the CCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed in writing by to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Parent Merger Sub I shall vest in the Interim Surviving Corporation, and specified all restrictions, disabilities and duties of the Company and Merger Sub I shall become the restrictions, disabilities and duties of the Interim Surviving Corporation. At the Second Effective Time, the effect of the Second Step Merger shall be as provided in this Agreement, the Second Step Certificate of Merger and the applicable provisions of DGCL, the CCC and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Interim Surviving Corporation shall vest in Merger Sub II as the surviving entity in the Second Certificate of Step Merger) being the “Effective Time , and all restrictions, disabilities and duties of the Interim Surviving Corporation shall become the restrictions, disabilities and duties of Merger Sub II as the surviving entity in the Second Merger”) as soon as practicable on or after the Effective Time of the First Step Merger.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Cavium, Inc.)

Closing; Effective Time. The Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Transaction Merger (the “Closing”) shall take be deemed to have taken place at the offices New York City office of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at DLA Piper on a time and date to be specified by the parties, which shall be no later than the second business day five (5) Business Days after the satisfaction or waiver of all the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing)X, or at such other time, date place and location time as the Company and the Purchaser Parties may mutually agree upon. The parties agree may participate in writingthe Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to ”. At the provisions Closing, the parties hereto shall execute a plan of this Agreement, merger in the form attached hereto as Annex 2 (the “Plan of Merger”) and the parties hereto shall cause the First Merger to be consummated by filing a certificate the Plan of merger Merger (and other documents required by Cayman Companies Act) with the Secretary Registrar of State of Companies in the State of Delaware Cayman Islands on the same day as the Closing Date in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) Cayman Companies Act (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) filings being the “Effective Time Time”). At the Closing, the Purchaser shall file a copy of the First Merger”) Purchaser Shareholders’ Approval with the Registrar of Companies in the Cayman Islands on the same day as soon as practicable on or after the Closing Date. Subject Date and (i) apply for a change of name from “Venus Acquisition Corporation” to “MicroAlgo Inc.” (ii) file the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State increase of the State authorized share capital of Delaware the Purchaser to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value per share (iii) file the amended and restated memorandum and articles of association of the Purchaser amended in accordance with Section 2.5(b) and (iv) file the relevant provisions appointment and/ or removal of the DGCL directors and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State officers of the State of Delaware (or such later time as may be agreed Purchaser in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Mergeraccordance with Section 2.4.

Appears in 2 contracts

Samples: Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)

Closing; Effective Time. The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, located 00 X. Xxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 at 00000 Xxxx Xxxxx Xxxxx10:00 a.m. (Minneapolis time), Xxxxx 000or at such other place, Xxx Xxxxxdate and time, at a time and date to be specified or in such other manner, as the Parties hereto may agree in writing (including by the partieselectronic exchange of Closing documents in lieu of an in-person Closing), which shall be as promptly as practicable following, but in any event no later than the second business day after (2nd) Business Day after, the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions); provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII (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), or the Closing shall occur on the earlier of (x) a date during the Marketing Period specified by Parent in writing on no fewer than two (2) Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing and, if the Debt Financing is not completed for any reason at such other time, date such notice shall automatically be deemed withdrawn) and location as (y) the parties agree in writingsecond (2nd) Business Day following the last day of the Marketing Period. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, (i) articles of merger satisfying the parties hereto applicable requirements of the MBCA (the “Articles of Merger”) shall be duly executed by Merger Sub and the Company and (ii) Parent, Merger Sub and the Company shall cause the Second Articles of Merger to be consummated by delivered to the Secretary of State of the State of Minnesota for filing a Certificate concurrently with the Closing. The Merger shall become effective on the Closing Date upon the filing of the Articles of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Minnesota or such later time on the Closing Date as may be is agreed upon in writing by Company and Parent the Parties hereto and specified in the Second Certificate Articles of Merger) being Merger (such time on the Closing Date, the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Vascular Solutions Inc), Merger Agreement (Teleflex Inc)

Closing; Effective Time. The Subject to the provisions of Article VII, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Cravath, Swaine & Xxxxxxxx Mxxxx LLP, located at 00000 Xxxx Xxxxx XxxxxWorldwide Plaza, Xxxxx 000800 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, at a time and date to be specified by the partiesXxx Xxxx 00000, which shall be as soon as practicable, but in no event later than the second business day Business Day, after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in Article VI VII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied until the Closing, but subject to the satisfaction or waived waiver (to the extent permitted by Law) of such conditions at the Closing), or at such other timeplace or on such other date as Parent and the Company may mutually agree; provided, date and location as however, that if all the parties agree conditions set forth in writingArticle VII shall not have been satisfied or waived (to the extent permitted by Law) on such second Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall have been satisfied or waived (to the extent permitted by Law). The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to ”. At the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate articles of merger (the “Articles of Merger”) with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL FBCA (the “First Certificate of Merger”) (the date and time of such filing with the Secretary of State acceptance of the State filing of Delaware (the Articles of Merger by the Florida Department of State, Division of Corporations, or such later time as may be agreed in writing by Company and Parent and is specified in the First Certificate Articles of Merger) Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time of the First MergerTime”) as soon as practicable on and shall make all other filings or after recordings required under the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger FBCA in connection with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Kos Pharmaceuticals Inc), Merger Agreement (Jaharis Mary)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxNew York City time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified by the parties, which shall be no later than the second business day third Business Day after the satisfaction or waiver of all of the conditions set forth in Article VI ARTICLE VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waived waiver of such conditions at the Closing), or at such other the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date and location as or place is agreed to in writing by the parties agree in writinghereto. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject ” (b) Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger to be consummated by filing articles of merger, or, at Parent’s election a certificate of merger merger, (the “Articles of Merger”) with the Secretary of State of the State of Delaware in accordance with Georgia and by making all other filings or recordings required under the relevant provisions GBCC, including publication of a notice of merger pursuant to Section 14-2-1105.1 of the DGCL (GBCC on the “First Certificate same day as the filing the Articles of Merger”) (. The Merger shall become effective at such time as the time Articles of such filing Merger are duly filed with the Secretary of State of the State of Delaware (Georgia, or at such later subsequent date or time as may be agreed in writing by Company and Parent and specified the Company shall agree and specify in the First Certificate Articles of Merger) being . The time at which the Merger becomes effective is referred to herein as the “Effective Time of the First MergerTime.) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Healthtronics, Inc.)

Closing; Effective Time. The closing Unless this Agreement is earlier terminated pursuant to the provisions of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPSection 9.1, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date subject to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI Articles VI, VII and VIII, the consummation of the Merger (the “Closing”) shall take place remotely, on a date to be agreed by Axxxxx and DMK (the “Closing Date”), 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 Articles VI, VII and VIII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and location place as the parties Axxxxx and DMK may mutually agree in writing. The date on which At the Closing occurs is referred to herein as the “Closing Date.” Subject Closing, subject to the provisions terms and conditions of this Agreement, the parties Parties hereto shall (a) cause the First Merger to be consummated by executing and filing with the Secretary of State of Delaware and the Secretary of State of New Jersey a certificate of merger merger, executed and acknowledged in accordance with and containing such information as is required by the Delaware General Corporation Law (the “DGCL”) and the NJBCA to effect the Merger (the “Certificate of Merger”) and (b) on or after the Closing Date duly make all other filings and recordings required by the NJBCA and the DGCL in order to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Mxxxxx has been duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with and the Secretary of State of the State of Delaware (New Jersey or at such later time as may be is agreed to by the Parties hereto in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) NJBCA (the time as of such filing with which the Secretary of State of the State of Delaware (or such later time Merger becomes effective being referred to as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)

Closing; Effective Time. The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions terms and conditions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State closing of the State sale and purchase of Delaware the Acquired Assets (the ‘Closing’) shall take place on October 6, 2004 (the ‘Closing Date’). On the Closing Date, the Seller shall deliver to Purchaser the Acquired Assets and the Purchaser shall assume the Assumed Liabilities as of the Effective Time subject to such changes therein as have occurred from the Effective Time through the Closing Date, and such other assets (including, for the avoidance of doubt, cash and cash equivalents arising after the Effective Time (subject to any cash expenses arising after the Effective Time that are paid in satisfaction of Assumed Liabilities as of the Effective Time or other expenses that otherwise would have been liabilities assumed by Purchaser in accordance with this sentence) and any assets acquired by Seller or its Subsidiaries after the relevant provisions Effective Time that would have been Acquired Assets if they were owned by Seller or its Subsidiaries as of the DGCL Effective Time) and liabilities (including, for the “First Certificate avoidance of Merger”) (doubt, any liabilities incurred by Seller or its Subsidiaries after the time Effective Time that would have been Assumed Liabilities if they had been liabilities of such filing with the Secretary Seller or any of State its Subsidiaries as of the State Effective Time) as are necessary to convey to Purchaser the financial benefits and burdens of Delaware the Business (or such later time as may be agreed in writing by Company and Parent and specified in constituted as of the First Certificate of Merger) being the “Effective Time of in accordance with this Agreement) from the First Merger”) as soon as practicable on or after Effective Time through the Closing Date. Subject In furtherance of the foregoing, Seller agrees to operate the Business for the benefit of Purchaser from the Effective Time until the Closing Date pursuant to the provisions terms and conditions of this Agreement, and on and after the parties hereto shall cause Closing Date to cooperate in good faith with Purchaser to identify the Second Merger assets to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL which Purchaser is entitled and the DLCA liabilities to which Purchaser is subject, in each case pursuant to the preceding sentence. Furthermore, Seller and Purchaser agree that promptly upon request (and in any event within 30 days after any such request), Seller and Purchaser shall each take any such actions as the “Second Certificate other shall reasonably request (including the execution and delivery of Merger”instruments of conveyance or transfer and the payment of cash) (to provide for the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and result specified in the Second Certificate second sentence of Merger) being this Section 1.5; provided that any dispute between Seller and Purchaser with respect to the foregoing shall be referred to the Independent Accounting Firm for resolution as if such dispute were submitted pursuant to Section 1.6(c)(ii). As used herein, the term ‘Effective Time Time’ shall mean October 1, 2004 at 12:00 A.M. in each jurisdiction in which the Acquired Assets are located. Purchaser and Seller acknowledge and agree that from and after the Closing, the Acquired Assets and Assumed Liabilities shall be deemed to have passed to Purchaser or a Subsidiary of Warrant Issuer, as the Second Merger”) as soon as practicable on or after case may be, at the Effective Time of the First Mergerfor all financial and accounting purposes.

Appears in 2 contracts

Samples: Business Transfer Agreement, Business Transfer Agreement (MagnaChip Semiconductor LTD (United Kingdom))

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at as soon as practicable following the offices of Xxxxxxxx & Xxxxxxxx LLPOffer Closing, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but in any event no later than at 9:00 a.m. (Eastern Time) on the second first business day after immediately following the Offer Closing, subject to the satisfaction or waiver of all of the conditions set forth in Article VI ARTICLE VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waived waiver of such conditions at the Closing), or at such other the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date and location as or place is agreed to in writing by the parties agree in writinghereto. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject ” (b) Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the First 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 accordance with and by making all other filings or recordings required under the relevant provisions of DGCL. The Merger shall become effective at such time as the DGCL (the “First Certificate of Merger”) (the time of such filing Merger is duly filed with the Secretary of State of the State of Delaware (Delaware, or at such later subsequent date or time as may be agreed in writing by Company and Parent and specified the Company shall agree and specify in the First Certificate of Merger) being . The time at which the Merger becomes effective is referred to herein as the “Effective Time of the First MergerTime.) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Nupathe Inc.)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall will take place remotely by electronic exchange of documents and signatures at 8:00 a.m., New York City time, on the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day fifth Business Day after the satisfaction or waiver day on which the last of the conditions set forth in Article VI (other than those conditions that by their terms are VII to be satisfied or waived at (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions) shall be satisfied or waived in accordance with this Agreement (the “Condition Satisfaction Date”), or at such other unless another time, date or place is agreed to in writing by the parties; provided, that Parent shall have the right (i) by providing written notice to the Company no later than the Condition Satisfaction Date, to extend the Closing Date once to a date no later than 90 days after the date of this Agreement (the “Extended Closing Date”) and location as (ii) by providing at least three (3) Business Days written notice to the parties agree Company at any time after the Condition Satisfaction Date, to accelerate the then-scheduled Closing Date to a date specified by Parent in writingsuch written notice (which date, for the avoidance of doubt, may not be later than the Extended Closing Date). The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall cause (i) file (A) with the First Merger to be consummated by filing a certificate State Department of Assessments and Taxation of Maryland (the “SDAT”) articles of merger with respect to the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL Merger (the “First Certificate Articles of Merger”) and (the time of such filing B) with the Secretary of State of the State of Delaware (the “DE SOS”) a certificate of merger with respect to the Merger (the “Certificate of Merger”), in each case, executed in accordance with, and in such form as is required by, the relevant provisions of the MGCL and the DLLCA and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the DLLCA in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT and the Certificate of Merger is accepted for record by the DE SOS, or at such later date or time as may be agreed in writing by Company and Parent the parties hereto and specified in the First Articles of Merger and the Certificate of Merger) being Merger (the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)

Closing; Effective Time. The closing (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the Company, Parent and Purchaser, the consummation of the Transaction Merger (the “Closing”) shall take place at via the offices electronic exchange of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified documents by the partiesParties, which shall be as soon as practicable (and in no event later than one (1) business day) following the second business day after date on which the satisfaction or waiver of Offer Acceptance Time occurs, except if the conditions set forth in Article VI (other than those conditions that by their terms are to Section 7.1 shall not be satisfied or, to the extent permissible by applicable Legal Requirements, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permissible by applicable Legal Requirements, waived, unless another date or waived at place is agreed to in writing by the Closing), or at such other time, date Company and location as the parties agree in writingParent. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the parties hereto Closing Date, the Company and Purchaser shall file or cause the First Merger to be consummated by filing filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL (DGCL, and the “First Certificate of Merger”) (Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of such the filing of that certificate of merger with the Secretary of State of the State of Delaware (or such later date and time as may be is agreed upon in writing by Company and Parent the Parties and specified in the First Certificate certificate of Merger) being merger (such date and time the Merger is effective, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 2 contracts

Samples: Merger Agreement (Cti Biopharma Corp), Merger Agreement (Cti Biopharma Corp)

Closing; Effective Time. The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8, the consummation of the Transaction Merger (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Fulbright & Xxxxxxxx LLPL.L.P., located at 00000 0000 Xxxx Xxxxx XxxxxXxx., Xxxxx 000Suite 2800, Xxx XxxxxDallas, Texas 75201, at 10:00 a.m., Dallas time, on a time and date to be specified designated by Parent (the parties"CLOSING DATE"), which shall be no later than the second business day fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waived waiver of such conditions at the Closing), unless another date, time or at such other time, date and location as place is agreed to in writing by the parties agree in writing. The date on which hereto, provided that the Closing occurs is referred to herein shall be delayed if and only for so long as reasonably necessary if a banking moratorium, act of terrorism or war (whether or not declared) affecting United States banking or financial markets generally prevents the “Closing Date.” Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the "CERTIFICATE OF MERGER") shall be duly executed by the Company and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) promptly as soon as practicable possible on or after the Closing Date. Subject to The Merger shall become effective upon the provisions date and time of this Agreement, the parties hereto shall cause filing of the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) being Merger (the “Effective Time "EFFECTIVE TIME"). Notwithstanding anything herein to the contrary, in the event that Acquisition Sub shall acquire at least 90% of the Second Merger”) as soon as practicable on or after outstanding shares of Company Common Stock, Parent and the Effective Time Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the First MergerCompany Stockholders, in accordance with Section 253 of the DGCL as promptly as practicable.

Appears in 2 contracts

Samples: Merger Agreement (Superior Consultant Holdings Corp), Merger Agreement (Affiliated Computer Services Inc)

Closing; Effective Time. The closing consummation of the Transaction Merger (the “Closing”) shall take place remotely via the electronic exchange of documents at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a 8:00 a.m. local time and date to be specified by the parties, which shall be no later than the second business day after as soon as practicable following the satisfaction or or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article VI 6 by the parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article 6 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, place or time or on such other date as Parent and location as the parties Company may mutually agree in writing. The writing (the date on which the Closing occurs is referred to herein as occurs, the “Closing Date.” ”). Subject to the provisions of this Agreement, a certificate of merger satisfying the parties hereto applicable requirements of the DGCL shall cause be duly executed by the First Company and, as soon as practicable on the Closing Date, delivered to the Secretary of State of the State of Delaware by the Company and Merger to be consummated by Sub for filing. The Merger shall become effective upon the date and time of the filing a of such certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later date and time as may be is agreed upon in writing by Company and Parent the parties hereto and specified in the First Certificate certificate of Merger) being merger (such date and time, the “Effective Time Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, immunities, licenses, franchises and authority and be subject to all of the First Merger”) obligations, liabilities, restrictions and disabilities of the Company and the Merger Sub, all as soon as practicable on or after provided in the Closing Date. Subject DGCL and subject to the provisions terms of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 2 contracts

Samples: Merger Agreement (Diversicare Healthcare Services, Inc.), Merger Agreement (Leaf Group Ltd.)

Closing; Effective Time. The Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place by electronic exchange of Closing documents in lieu of an in-person Closing at 10:00 a.m. (New York City time), as promptly as practicable following the offices consummation of Xxxxxxxx & Xxxxxxxx LLPthe Offer, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but in any event no later than the second business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver of such other time, date and location as conditions) (the parties agree in writing. The date on which the Closing occurs is referred to herein as occurs, the “Closing Date.” Subject ”), unless this Agreement has been terminated pursuant to its terms or unless another time or manner of Closing is agreed to by the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware Parties in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Datewriting. Subject to the provisions of this Agreement, (i) a certificate of merger satisfying the parties hereto applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and (ii) Parent, Merger Sub and the Company shall cause the Second Certificate of Merger to be consummated by delivered to the DSOS for filing, in each case, as soon as practicable following the Offer Acceptance Time and concurrently with the Closing. The Merger shall become effective upon the filing a of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (DSOS or such later time on the Closing Date as may be is agreed upon in writing by Company and Parent the Parties hereto and specified in the Second Certificate of Merger) being Merger (such time, the “Effective Time of the Second MergerTime) as soon as practicable on or ). From and after the Effective Time Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, franchises and be subject to all of the First Mergerdebts, obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided in the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Cogentix Medical Inc /De/)

Closing; Effective Time. The closing of the Transaction Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, located at 00000 37th Floor, Hysan Place, 000 Xxxxxxxx Xxxx Xxxxx XxxxxCauseway Bay, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than Hong Kong on the second business day (2nd) Business Day after the satisfaction or waiver (where permissible) of the conditions set forth in Article VI VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waived waiver (where permissible) of those conditions at the Closing), unless another date, time or at such other time, date and location as the parties agree in writing. The date on which the Closing occurs place is referred agreed to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent. By mutual agreement of Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after Company, the Closing Datemay take place by conference call and exchange of faxes and/or e-mails of documents in .pdf format. Subject to the provisions of this Agreement, on the Closing Date, Merger Sub and the Company shall execute articles of merger and a plan of merger (together, the “Plan of Merger”) substantially in the form set forth in Exhibit A attached hereto and the parties hereto shall cause file the Second Plan of Merger and other documents required under the BVI Companies Act to be consummated by filing a Certificate of effect the Merger with the Secretary Registrar of State Corporate Affairs of the State British Virgin Islands as provided in Section 171(2) of Delaware the BVI Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar of Corporate Affairs of the British Virgin Islands or at such other subsequent date or time within 30 days of the date of registration of the Plan of Merger as Merger Sub and the Company may agree and specify in the Plan of Merger in accordance with the relevant provisions of the DGCL and the DLCA BVI Companies Act (the “Second Certificate of Merger”) (date and time the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) Merger becomes effective being the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Global-Tech Advanced Innovations Inc.)

Closing; Effective Time. The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPCooley Godward Kronish llp, located at 00000 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxx XxxxxXxxx, Xxxxx 000, Xxx XxxxxXxxxxxxxxx, at a time and 10:00 a.m. (California time) on the later of (a) the date to be specified by the parties, which shall be no later than the second that is ten business day days after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than the conditions set forth in Sections 6.6(b) and 7.5, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) and (b) October 27, 2008 or such earlier date as Parent may designate in writing (the later of the date referred to in clause “(a)” of this sentence and the date referred to in clause “(b)” of this sentence being referred to as the “Designated Date”), or on such other date or at such other time, date time or location as 1. Parent and location as the parties agree Company may mutually designate in writing; provided, however, that if there exists an uncured Financing Failure on the Designated Date and such Financing Failure impedes the ability of Parent or Merger Sub to obtain the Debt Financing and consummate the Merger on the Designated Date, then (without limiting any right the Company may have to terminate this Agreement pursuant to Section 8.1(h) or, if applicable under the circumstances, Section 8.1(b)): (i) the Closing shall be postponed until the second business day after the date on which such Financing Failure is cured; (ii) the obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement shall remain subject to the continued satisfaction or waiver, as of the time of the Closing, of each of the conditions set forth in Section 6; and (iii) the obligation of the Company to consummate the Merger and the other transactions contemplated by this Agreement shall remain subject to the continued satisfaction or waiver, as of the time of the Closing, of each of the conditions set forth in Section 7. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying the parties hereto applicable requirements of the DGCL shall cause be duly executed by the First Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware. The Merger to be consummated by shall become effective at the time of the filing a of such certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be agreed specified in writing by Company and such certificate of merger with the written consent of Parent and specified in the First Certificate Company (the time as of Merger) which the Merger becomes effective being referred to as the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Foundry Networks Inc)

Closing; Effective Time. The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the Transaction conditions set forth in Article VI, Article VII and Article VIII of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxxx Procter LLP, located at 00000 Xxxx Xxxxx Xxxxx000 Xxxxxxxx Xxxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxxxxxxxxxxx, at a time and date to be specified by the parties, which shall be as promptly as practicable (but in no event later than the second business day after Business Day following the satisfaction or waiver of the last of the conditions set forth in Article VI (VI, Article VII and Article VIII to be satisfied or waived, other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and location place as Parent and the parties Company may mutually agree in writing, provided that if all the conditions set forth in Article VI, Article VII and Article VIII shall not have been satisfied or waived on such date, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, the parties hereto Parties shall cause the First Merger to be consummated by filing a certificate the Plan of merger Merger (together with the Secretary of State documentation set forth on Part 1.3 of the State Company Disclosure Schedule, the “Cayman Merger Documents”) with, and obtaining approval from, the Cayman Registrar of Delaware Companies in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (Cayman Law. The Merger shall become effective at the time of the registration of such filing with Plan of Merger by the Secretary Cayman Registrar of State of the State of Delaware (Companies or at such later time as may be specified in such Plan of Merger as mutually agreed in writing by Company and between Parent and specified in the First Certificate Company (the time as of Merger) which the Merger becomes effective being referred to as the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Inotek Pharmaceuticals Corp)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place by conference call and by exchange of signature pages by email or other electronic transmission or at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, located at 00000 Xxxx Xxxxx XxxxxOne Manhattan West, Xxxxx 000New York, Xxx XxxxxNew York 10001, at a time and 10:00 a.m. (New York time) on the date to be specified by the parties, which shall be no later than the second business day is two (2) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver thereof) or such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the parties hereto Company shall cause the First Merger Certificate to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such executed and duly submitted for filing with the Secretary of State of the State of Delaware (or such later time as may be agreed Wyoming in writing by Company and Parent and specified in accordance with the First Certificate of Merger) being the “Effective Time applicable provisions of the First Merger”) as soon as practicable on or after WBCA. The Merger shall become effective at the Closing Date. Subject to time when the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated Certificate has been accepted for filing by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Wyoming, or at such later time as may be agreed by Xxxxxxxx and the Company in writing by Company and Parent and specified in the Second Merger Certificate of Merger) being (the “Effective Time Time”). (c) For the avoidance of doubt, the Second Merger”) as soon as practicable on or after Closing and the Effective Time shall occur after the completion of the First MergerDomestication.

Appears in 1 contract

Samples: Merger Agreement (Growth for Good Acquisition Corp)

Closing; Effective Time. The closing consummation of the Transaction Contemplated Transactions (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxx Lovells US LLP, located at 00000 Xxxx Xxxxx Xxxxx0000 Xxxxxxxx Xxxxxx, Xxxxx 000Suite 100, Xxx XxxxxMenlo Park, California, 94025 (or, at Parent’s election, by means of a time and date virtual closing through electronic exchange of signatures) at 8:00 a.m. (California Time) on a Business Day to be specified mutually agreed by Parent and the partiesCompany, which shall be no later than the second business day third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Section 6 and Section 7 (other than those conditions that by their terms set forth in Sections 6.4 and 7.4, which are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other timeplace, time or date as Parent and location the Company may jointly designate. Notwithstanding anything to the contrary contained in this Section 1.3, if the Closing would otherwise be required to occur under this Section 1.3 during the last 15 days of any fiscal quarter of Parent, then Parent may elect, by delivering a written notice to the Company at least one Business Day prior to the date on which the Closing would otherwise be required to occur, to delay the Closing until the second Business Day of the following fiscal quarter of Parent. If Parent so elects to delay the Closing, then each of Parent, Merger Sub and the Company shall, effective as of the parties agree date the Closing would otherwise be required to occur, (a) deliver the certificates required to be delivered pursuant to Sections 6.4 and 7.4, as applicable, and (b) irrevocably waive in writingwriting each of the conditions set forth in Section 6 (other than Section 6.7) and Section 7 (other than Section 7.6), as applicable. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying the parties hereto applicable requirements of the DGCL shall cause be duly executed by the First Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing on the Closing Date, filed with the Secretary of State of the State of Delaware. The Merger to be consummated by shall become effective at the time of the filing a of such certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be mutually agreed in writing by Parent and the Company and Parent and specified in such certificate of merger (the First Certificate of Merger) time at which the Merger becomes effective being referred to as the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Marvell Technology Group LTD)

Closing; Effective Time. (a) The closing of the Transaction Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx Debevoise & Xxxxxxxx LLP, located at 00000 Xxxx 000 Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, Xxx Xxxx, at a time and date to be specified by 10:00 a.m., New York time, on the parties, which shall be no later than the second business day after third Business Day following the satisfaction or waiver of the conditions set forth in Article VI V (other than those conditions that which, by their terms nature, are to be satisfied or waived at the Closing, but subject to the waiver or satisfaction of those conditions), or at such other timeplace, time and date and location as the parties agree in writingmay agree. The “Closing Date” shall be the date on upon which the Closing occurs is referred to herein as occurs. (b) On the Closing Date.” Subject to the provisions of this Agreement, the parties hereto shall (i) EBG and EBG MergerCo will cause the First Merger to be consummated by filing a appropriate certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First EBG Certificate of Merger”) (the time of such filing to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in such form and executed as provided in Section 18-209 of the LLC Act, and (ii) Astoria and Astoria MergerCo will cause the appropriate certificate of merger (the “Astoria Certificate of Merger”, and together with the EBG Certificate of Merger, the “Certificates of Merger”) to be executed and filed with the Delaware Secretary of State in such form and executed as provided in Section 18-209 of the LLC Act. The “Effective Time” shall be on the date and at the time that both of the Certificates of Merger have been accepted for filing by the Delaware Secretary of State, and all other documents required by the LLC Act to effectuate the Mergers shall have been properly executed and filed (or such later date and time as may be agreed in writing to by Company EBG and Parent Astoria and specified in the First Certificates of Merger, provided that both Mergers shall become effective at the same time). The parties will cause the EBG Certificate of Merger) being Merger and the “Effective Time Astoria Certificate of Merger to be filed with the First Merger”) Delaware Secretary of State as soon as practicable on or after the Closing on the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (US Power Generating CO)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxxx Fxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000Oxx Xxxxxxxxx Xxxx, Xxx XxxxxXxxx, Xxx Xxxx 00000, at a time and 10:00 a.m. (New York time) on the date to be specified by the parties, which shall be no later than the second business day is two (2) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver thereof) or such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the parties hereto Company shall cause the First Merger Certificate to be consummated by executed and duly submitted for filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the “First Certificate of Merger”) (DGCL. The Merger shall become effective at the time of such when the Merger Certificate has been accepted for filing with by the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed by Acquiror and the Company in writing by Company and Parent and specified in each of the First Merger Certificate of Merger) being (the “Effective Time Time”). (c) For the avoidance of the First Merger”) as soon as practicable on or after doubt, the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time shall occur after the completion of the First MergerDomestication.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. II)

Closing; Effective Time. The Subject to the provisions of Article VII, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Cravath, Swaine & Xxxxxxxx Xxxxx LLP, located at 00000 Xxxx Xxxxx XxxxxWorldwide Plaza, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, at a time and date to be specified by the partiesXxx Xxxx 00000, which shall be as soon as practicable, but in no event later than the second business day Business Day, after the satisfaction or waiver (to the extent permitted by Law) of the conditions set forth in Article VI VII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied until the Closing, but subject to the satisfaction or waived waiver (to the extent permitted by Law) of such conditions at the Closing), or at such other timeplace or on such other date as Parent and the Company may mutually agree; provided, date and location as however, that if all the parties agree conditions set forth in writingArticle VII shall not have been satisfied or waived (to the extent permitted by Law) on such second Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall have been satisfied or waived (to the extent permitted by Law). The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to ”. At the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate articles of merger (the “Articles of Merger”) with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL FBCA (the “First Certificate of Merger”) (the date and time of such filing with the Secretary of State acceptance of the State filing of Delaware (the Articles of Merger by the Florida Department of State, Division of Corporations, or such later time as may be agreed in writing by Company and Parent and is specified in the First Certificate Articles of Merger) Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time of the First MergerTime”) as soon as practicable on and shall make all other filings or after recordings required under the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger FBCA in connection with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (Abbott Laboratories)

Closing; Effective Time. The closing of Parent, Merger Sub and the Transaction Company shall consummate the Contemplated Transactions (the “Closing”) shall take place by means of a virtual closing through electronic exchange of signatures at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at 8:00 a.m. (California Time) on a time and date to be specified jointly designated by Parent and the partiesCompany, which shall be no later than the second business 15th calendar day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Section 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waived waiver of those conditions at the Closing), or at such other timeplace, time or date as Parent and location as the parties Company may agree in writing. Notwithstanding the foregoing, if the 15th calendar day referred to in the preceding sentence is not a Business Day, then, subject to the continued satisfaction or waiver of the conditions set forth in Section 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), the date to be jointly designated by Parent and the Company pursuant to the preceding sentence shall be no later than the first Business Day after the 15th calendar day referred to in the preceding sentence. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to The Merger shall become effective at the provisions time of this Agreement, the parties hereto shall cause filing by the First Company and Merger to be consummated by filing Sub of a duly executed certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be mutually agreed by Parent and the Company in writing by Company and Parent and specified in such certificate of merger (the First Certificate of Merger) time at which the Merger becomes effective being referred to as the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Ansys Inc)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000000, Xxx XxxxxXxxx Xxxx, XX 00000, at a time and 7:00 a.m. (local time) on the date to be specified by the parties, which shall be no later than the second business day is two (2) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver thereof) or such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the parties hereto Company shall cause the First Merger Certificate to be consummated by executed and duly submitted for filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the “First Certificate of Merger”) (DGCL. The Merger shall become effective at the time of such when the Merger Certificate has been accepted for filing with by the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed by Acquiror and the Company in writing by Company and Parent and specified in the First Merger Certificate of Merger) being (the “Effective Time Time”). (c) For the avoidance of the First Merger”) as soon as practicable on or after doubt, the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time shall occur (i) after the completion of the First MergerDomestication and the Company Preferred Conversion and (ii) before the consummation of the Company Add-On Acquisitions.

Appears in 1 contract

Samples: Merger Agreement (ACE Convergence Acquisition Corp.)

Closing; Effective Time. The Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Transaction Merger (the “Closing”) shall take be deemed to have taken place at the offices office of Xxxxxxxx Concord & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at Sage P.C. on a time and date to be specified by the parties, which shall be no later than the second business day five (5) Business Days after the satisfaction or waiver of all the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing)IX, or at such other time, date place and location time as the Company and the Purchaser Parties may mutually agree upon. The parties agree may participate in writingthe Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to ”. At the provisions Closing, the Merger Sub and the Company shall execute a plan of this Agreementmerger in the form attached hereto as Annex 2 (the “Plan of Merger”) and other documents as required by the Cayman Companies Act, and the parties hereto shall cause the First Merger to be consummated by filing a certificate the Plan of merger Merger (and other documents required by the Cayman Companies Act) with the Secretary Registrar of State of Companies in the State of Delaware Cayman Islands on the same day as the Closing Date in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) Cayman Companies Act (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) filings being the “Effective Time Time”). At the Closing, the Purchaser shall file a copy of the First Merger”) Purchaser Shareholders’ Approval with the Registrar of Companies in the Cayman Islands on the same day as soon as practicable on or after the Closing Date. Subject Date and (i) apply for a change of name from “Future Vision II Acquisition Corp.” to “VIWO Inc.”, (ii) file the provisions amended and restated memorandum and articles of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State association of the State of Delaware Purchaser amended in accordance with Section 2.5(b) and (iii) make the relevant provisions necessary update to the register of directors and officers of the DGCL and Purchaser reflecting the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State appointment and/ or removal of the State of Delaware (or such later time as may be agreed in writing by Company directors and Parent and specified in the Second Certificate of Merger) being the “Effective Time officers of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerPurchaser in accordance with Section 2.4.

Appears in 1 contract

Samples: Merger Agreement (Future Vision II Acquisition Corp.)

Closing; Effective Time. The closing (a) Provided that this Agreement shall not have been terminated in accordance with its terms, the Closing shall occur on a date mutually agreed by the Parties; provided, however, that if the Parties fail to agree, the Closing shall occur on the date that is ten (10) Business Days after the last to occur of: (i) the receipt of the Transaction last necessary regulatory approval for the Merger and the expiration of the last of any required waiting period with respect to the necessary regulatory approvals; and (the “Closing”ii) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver in writing of all of the conditions set forth set forth in Article VI (other than those conditions 9 and Article 10; provided, further, however, that by their terms are to be satisfied or waived at if based upon the Closing)foregoing, or at such other time, date and location as the parties agree in writing. The date on which the Closing occurs is referred would occur prior to herein as the tenth (10th) Business Day of any month, then such Closing shall be delayed until, and shall occur on, such tenth (10th) Business Day (the “Closing Date.” Subject ”). The Closing shall occur through the mail, electronically, or at a time and place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at 10:00 a.m. on the Closing Date at the offices of Acquiror, located at 450 X. Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx. Xubject to the provisions of Article 11, failure to consummate the Contemplated Transactions on the date and time and at the place determined pursuant to this Section 2.3(a) will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement, . (b) The Parties agree to file in a timely manner prior to the parties hereto shall cause Closing Date the First Merger to be consummated by filing a certificate appropriate articles of merger with the Secretary of State MDAT, as contemplated by Sections 3-107 and 3-109 of the State of Delaware in accordance with the relevant provisions of the DGCL MGCL (the “First Certificate Articles of Merger”) (). The Merger shall be effective after the Articles of Merger have been duly filed with and accepted by the MDAT, and at a time of such filing with on the Secretary of State of the State of Delaware (or such later time as may be agreed in writing Closing Date specified by Company and Parent and specified Acquiror in the First Certificate Articles of Merger) being Merger (the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Jacksonville Bancorp, Inc.)

Closing; Effective Time. (a) The closing of the Transaction Merger (the "Closing") shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxNew York City time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day Business Day after the satisfaction or waiver of all of the conditions set forth in Article VI ARTICLE VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waived waiver of such conditions at the Closing), or at such other the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date and location as or place is agreed to in writing by the parties agree in writinghereto. The date on which the Closing occurs is referred to herein as the "Closing Date.” Subject " (b) Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger merger to be consummated by filing (i) articles of merger substantially in the form attached hereto as Exhibit C (the "Articles of Merger") with the Secretary of State of the State of Washington for filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger and (ii) a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with and by making all other filings or recordings required under the relevant provisions DGCL. The Merger shall become effective at such time as the Articles of the DGCL (the “First Certificate of Merger”) (the time of such filing Merger are duly filed with the Secretary of State of the State of Delaware Washington (at the time specified therein, or if no such later time is specified therein, as of the close of business on the date so filed), or at such subsequent date or time as may be agreed in writing by Company and Parent and specified the Company shall agree and specify in the First Certificate Articles of Merger) being Merger or, if not specified therein, by the WBCA. The time at which the Merger becomes effective is referred to herein as the "Effective Time Time." This Agreement shall be deemed the "plan of merger" under Chapter 11 of the First Merger”WBCA and together with Exhibit A and Exhibit E hereto (but excluding the other Exhibits and Schedules hereto) as soon as practicable on or after shall be filed with the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate Articles of Merger with the Secretary of State pursuant to Section 23B.11.050(1) of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerWBCA.

Appears in 1 contract

Samples: Merger Agreement (Tang Capital Partners Lp)

Closing; Effective Time. The Subject to the provisions of Article VII, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, located at 00000 000 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, Xxx Xxxx, at a time and date to be specified by the parties10:00 a.m. local time, which shall be no later than on the second business day Business Day after the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set forth in Article VII (excluding conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions). Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the fulfillment or waiver of those conditions), then the Closing shall occur instead on the date following the satisfaction or at waiver of such other time, date conditions that is the earlier to occur of (a) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days’ prior notice to the Company and location as (b) the parties agree in writingfinal day of the Marketing Period. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, the parties hereto shall cause the First 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 Merger shall become effective at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time (or subsequent date and time) as Parent and the Company shall agree and specify in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (. The date and time at which the time of such filing with the Secretary of State of the State of Delaware (or such later time Merger becomes effective is referred to in this Agreement as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First MergerTime.) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (Del Monte Foods Co)

Closing; Effective Time. (a) The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at be conducted remotely via the offices electronic exchange of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time documents and date to be specified by the parties, which shall be signatures no later than the second business day two (2) Business Days after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver of such conditions) or on such other time, date and location time as mutually agreed upon by Parent and the parties agree in writingCompany. The date on which the Closing occurs is held is herein referred to herein as the “Closing Date.” Subject ” (b) On the Closing Date and subject to the provisions terms of this Agreement, the parties hereto Company and Merger Sub shall (i) execute a certificate of merger in a form mutually acceptable to Parent and the Company (the “Certificate of Merger”) in accordance with the relevant 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 (the time as of which the Merger becomes effective being referred to as the “Effective Time”). (c) Immediately following the Effective Time, Parent shall cause the First Subsequent Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL (and the “First Certificate of Merger”) (DLLCA, and the time Subsequent Merger shall become effective upon such filing of such filing certificate of merger with the Secretary of State of the State of Delaware Delaware. (or such later time as may be agreed in writing d) At the Effective Time, by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time virtue of the First Merger”) as soon as practicable Merger and without any further action on or after the Closing Date. Subject to the provisions part of this AgreementParent, Merger Sub, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State Company or any stockholder of the State Company: (i) except as provided in clause “(viii)” below, each share of Delaware in accordance with the relevant provisions of the DGCL Series B Preferred Stock issued and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after outstanding immediately prior to the Effective Time (other than any Excluded Shares), shall be canceled, extinguished and automatically converted into the right to receive: (A) the Closing Common Per Share Merger Consideration; and (B) when, as and if and to the extent payable, the Additional Merger Consideration, in each case, multiplied by the number of shares of Company Common Stock into which such share of Series B Preferred Stock is convertible at the Effective Time (without interest and net of any applicable withholding); (ii) except as provided in clause “(viii)” below, each share of Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), shall be canceled, extinguished and automatically converted into the right to receive: (A) the Closing Common Per Share Merger Consideration; and (B) when, as and if and to the extent payable, the Additional Merger Consideration, in each case, multiplied by the number of shares of Company Common Stock into which such share of Series A-1 Preferred Stock is convertible at the Effective Time (without interest and net of any applicable withholding); (iii) except as provided in clause “(viii)” below, each share of Series A-2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), shall be canceled, extinguished and automatically converted into the right to receive: (A) the Closing Common Per Share Merger Consideration; and (B) when, as and if and to the extent payable, the Additional Merger Consideration, in each case, multiplied by the number of shares of Company Common Stock into which such share of Series A-2 Preferred Stock is convertible at the Effective Time (without interest and net of any applicable withholding); (iv) except as provided in clause “(viii)” below, each share of Series Seed-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), shall be canceled, extinguished and automatically converted into the right to receive: (A) the Closing Common Per Share Merger Consideration; and (B) when, as and if and to the extent payable, the Additional Merger Consideration, in each case, multiplied by the number of shares of Company Common Stock into which such share of Series B Preferred Stock is convertible at the Effective Time (without interest and net of any applicable withholding); (v) except as provided in clause “(viii)” below, each share of Series Seed-2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), shall be canceled, extinguished and automatically converted into the right to receive: (A) the Closing Common Per Share Merger Consideration; and (B) when, as and if and to the extent payable, the Additional Merger Consideration, in each case, multiplied by the number of shares of Company Common Stock into which such share of Series B Preferred Stock is convertible at the Effective Time (without interest and net of any applicable withholding); (vi) except as provided in clause “(viii)” below, each share of Company Common Stock outstanding immediately prior to the Effective Time that is not a Dissenting Share shall be converted into the right to receive the Closing Common Per Share Merger Consideration and the Additional Per Share Merger Consideration, if any, and such share of Company Common Stock after such conversion shall automatically be canceled and retired and shall cease to exist; (vii) each share of the First common stock, $0.01 par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, $0.01 par value, of the Initial Surviving Corporation and such shares, as converted, shall constitute the only outstanding shares of capital stock of the Initial Surviving Corporation; (viii) each share of Company Capital Stock held by the Company (or held in the Company’s treasury), or by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time (collectively, together with any Dissenting Shares, the “Excluded Shares”) shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (e) At the effective time of the Subsequent Merger, by virtue of the Subsequent Merger and without any further action on the part of the Initial Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Initial Surviving Corporation, Parent or Sister Subsidiary, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the effective time of the Subsequent Merger shall continue as one limited liability company interest of the Final Surviving Entity, which shall constitute the only outstanding equity of the Final Surviving Entity. At the effective time of the Subsequent Merger, any other equity of the Sister Subsidiary shall automatically be canceled and retired and shall cease to be outstanding, and no consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Well Corp)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction Mergers (the “Closing”) shall take place at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxx Xxxxxxxxx Xxxx, Xxx XxxxxXxxx, Xxx Xxxx 00000, at a time and 10:00 a.m. (New York time) on the date to be specified by the parties, which shall be no later than the second business day is three (3) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI X shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver thereof) or such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article X of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, the parties hereto Blockers, Acquiror and the Blocker Merger Subs shall cause the First Merger Step Blocker Mergers to be consummated simultaneously by filing a certificate certificates of merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (DLLCA and the DGCL, as applicable. The First Certificate Step Blocker Mergers shall become effective at such date and time to be specified in the filings of Merger”) (the time each such certificate of such filing merger with the Secretary of State of the State of Delaware Delaware, with the agreement of the applicable Blocker and Blocker Merger Sub, subject to the consent of Acquiror and the Company (or the latest of such later time as may be agreed in writing by Company and Parent and specified in effective times, the “First Step Blocker Effective Time”). (c) Promptly following the First Certificate of Merger) being the “Step Blocker Effective Time Time, Acquiror, Blocker Sub and each of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto Step Blocker Surviving Entities shall cause the Second Merger Step Blocker Mergers to be consummated simultaneously by filing a Certificate certificates of Merger merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL DLLCA and the DLCA DGCL, as applicable. The Second Step Blocker Mergers shall become effective at such date and time to be specified in the filings of each such certificate of merger with the Secretary of State of the State of Delaware, with the agreement of the applicable First Step Blocker Surviving Entity and Blocker Sub, subject to the consent of the Company (such effective time, the “Second Step Blocker Effective Time”). (d) Promptly following the Second Step Blocker Effective Time, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate of Merger”) (the time of such to be executed and duly submitted for filing with the Secretary of State of the State of Delaware (in accordance with the applicable provisions of the DLLCA. The Company Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Acquiror and the Company in writing by Company and Parent and specified in each of the Second Merger Certificate of Merger) being (the “Effective Time Time”). (e) Promptly following the Effective Time, Acquiror shall cause the payment of the Cash Contribution to the Surviving Company as a capital contribution in respect of the Wheels Up Acquiror Initial Held Interests. (f) The Closing, the First Step Blocker Effective Time, the Second Merger”) as soon as practicable on or after Step Blocker Effective Time, the Effective Time and the Cash Contribution shall occur after the completion of the First MergerDomestication.

Appears in 1 contract

Samples: Merger Agreement (Aspirational Consumer Lifestyle Corp.)

Closing; Effective Time. The closing Unless otherwise mutually agreed in writing between the Company and Parent, the consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at remotely via an electronic exchange of required Closing deliverables on the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by that is the parties, which shall be no later than the second business day two (2) Business Days after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Section 6 (Conditions Precedent to Obligations of Parent and Merger Sub) and Section 7 (Conditions Precedent to Obligation of the Company) (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver of such other timeconditions) (the actual date of the Closing, date and location as the parties agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” ”). Subject to the provisions of this Agreement, the parties hereto Parent and Company shall cause the First Certificate of Merger satisfying the applicable requirements of the Delaware Law (collectively, the “Merger Filing”) with respect to the Merger to be consummated by duly executed, acknowledged, delivered for filing a certificate of merger with and filed with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant provisions of Delaware Law, concurrently with or as soon as practicable following the DGCL Closing (but no later than the “First Certificate of Closing Date). The parties will make all other filings, recordings or publications required by Delaware Law in connection with the Merger”) (. The Merger shall become effective upon the date and time of such the filing of the Merger Filing with the Secretary of State of the State of Delaware (Delaware, or at such later time as may be mutually agreed in writing by the Company and Parent and specified in the First Certificate of Merger) being Merger Filing (the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date). Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL From and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time Time, the effect of the First MergerMerger will be as provided in this Agreement and the applicable provisions of Delaware Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bionano Genomics, Inc.)

Closing; Effective Time. (a) The closing of the Transaction First-Step Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx000 Xxxxxxx Xxxxxx, Xxxxx 0000000, Xxx XxxxxXxxxxxxxx, Xxxxxxxxxx 00000, at a time and date to be specified by 10:00 A.M., pacific time, on or before the parties, which shall be no later than the second business day after fifth (5th) Business Day following the satisfaction or or, to the extent permitted by applicable Law, waiver of all conditions to the conditions obligations of the parties set forth in Article VI VII (other than those such conditions that as may, by their terms are to terms, only be satisfied or waived at the ClosingClosing or on the Closing Date), or at such other time, place or at such other time or on such other date and location as the parties mutually may agree in writing. The date day on which the Closing occurs takes place is referred to herein as the “Closing Date.” Subject to ” (b) As soon as reasonably practicable on the provisions of this AgreementClosing Date, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger substantially in the form attached as Exhibit E to be executed and filed with the Secretary of State of the State of Delaware California (the “First-Step Merger Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL (Cal Code. The First-Step Merger shall become effective upon the filing of the First-Step Merger Certificate of Merger with the Secretary of State of the State of California or at such other time as the parties shall agree and as shall be specified in the First Step Certificate of Merger. The date and time when the First-Step Merger shall become effective is herein referred to as the “Effective Time. (c) As soon as reasonably practicable after the Effective Time and in any event within sixty (60) days of the time Effective Time, the Acquiror shall cause a certificate of such filing merger substantially in the form attached hereto as Exhibit F to be executed and filed with the Secretary of State of the State of Delaware (together with any certificate of merger or such later time as may agreement of merger required to be agreed in writing by Company and Parent and specified filed in the First State of California in connection with the Second-Step Merger in accordance with the relevant provisions of the Cal Code, the “Second-Step Merger Certificate of Merger) being ”), executed in accordance with the “Effective Time relevant provisions of the First Merger”) as soon as practicable on or after DGCL. The Second-Step Merger shall become effective upon the Closing Date. Subject to filing of the provisions of this Agreement, the parties hereto shall cause the Second Second-Step Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware or at such other time as the parties shall agree and as shall be specified in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Second-Step Merger Certificate of Merger”) (. The date and time when the time of such filing with the Secretary of State of the State of Delaware (or such later time Second-Step Merger shall become effective is herein referred to as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Second-Step Merger Effective Time of the Second MergerTime.) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (SCM Microsystems Inc)

Closing; Effective Time. The Upon the terms and conditions set forth herein, the closing of the Transaction Merger (the “Merger Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPWachtell, located at 00000 Xxxx Xxxxx XxxxxLipton, Xxxxx 000& Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx XxxxxXxxx, at Xxx Xxxx 00000, on a time and date to be specified mutually agreed by the partiesparties as soon as practicable following the Offer Closing, which shall be no later than the second business day two Business Days after the satisfaction or waiver of all of the conditions set forth in Article VI and Annex A hereof (other than those conditions that by their terms are to be satisfied or waived at the Merger Closing), but subject to the satisfaction or waiver of such conditions at such other the Merger Closing) unless another time, date or place is agreed to in writing by Parent and location as the parties agree in writingCompany. The date on which the Merger Closing occurs is referred to herein in this Agreement as the “Merger Closing Date.” Subject to the provisions of this Agreementterms and conditions set forth herein, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Merger Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later other date and time as may be mutually agreed in writing upon by Parent and the Company and Parent and specified set forth in the First Certificate of Merger) being Merger (in either case, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (RetailMeNot, Inc.)

Closing; Effective Time. The closing consummation of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Fenwick & Xxxxxxxx West LLP, located at 800 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 Xxxx Xxxxx Xxxxx(or remotely via the electronic exchange of documents), Xxxxx 000as promptly as practicable, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but in any event no later than the second business day third Business Day after the satisfaction or waiver of date on which all the conditions set forth in Article VI V are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other timelocation, date and location time as agreed by Parent and the parties agree in writingCompany. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject Under the terms and subject to the provisions conditions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger that the Parties shall agree satisfies the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (concurrently with, or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreementfollowing, the parties hereto Closing, and the Parties shall cause make all other deliveries, filings or recordings required by the Second DGCL in connection with the Merger. The Merger to be consummated by shall become effective at the time of the filing a of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be agreed in writing by Parent and the Company and Parent and specified in the Second Certificate of Merger) Merger (the time at which the Merger becomes effective being referred to as the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Glu Mobile Inc)

Closing; Effective Time. The closing consummation of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Gxxxxxx Procter LLP, located 100 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 at 00000 Xxxx Xxxxx Xxxxx9:00 a.m. local time as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer (the “Offer Closing”), Xxxxx 000, Xxx Xxxxx, at a time and date subject to be specified by the parties, which shall be no later than the second business day after the satisfaction or or, to the extent permitted by applicable Law, the waiver of the conditions set forth in Article VI 7 by the parties entitled thereto, but in any event no later than the second (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article 7 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver of such other time, date and location as conditions) (the parties agree in writing. The date on which the Closing occurs is referred to herein as occurs, the “Closing Date.” ”). The parties shall use reasonable efforts to align the timing of the Offer Closing with the Closing Date. The parties intend that the Closing will be effected, to the extent practicable, by conference call, the electronic delivery of documents, and, if requested by a party, the prior physical exchange of certain other documents and instruments to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing. Subject to the provisions of this Agreement, a certificate of merger satisfying the parties hereto applicable requirements of the DGCL shall cause be duly executed by the First Company and, as soon as practicable on the Closing Date, delivered to the Secretary of State of the State of Delaware for filing. The Merger to be consummated by shall become effective upon the date and time of the filing a of such certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later date and time as may be is agreed upon in writing by Company and Parent the parties hereto and specified in the First Certificate certificate of Merger) being merger (such date and time, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date). Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL From and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the First Mergerrestrictions, disabilities and duties of the Company and Merger Sub, all as provided in the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Amag Pharmaceuticals, Inc.)

Closing; Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, or at a time and date to be specified by such other location as the partiesParties hereto agree, which shall be no later than at 10:00 a.m., local time, on the second first business day after following the satisfaction or waiver day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (other than those conditions that by their terms nature are satisfied at Closing, but subject to be satisfied or waived at the Closing), waiver of fulfillment of those conditions) or at such other time, date time and location place as the parties Calando and Insert shall agree in writing. The date on which the Closing occurs is referred to herein as (the “Closing Date.” Subject ”). On the Closing Date and subject to the provisions of this Agreementterms and conditions hereof, the parties Parties hereto shall cause the First Merger to be consummated by filing a certificate Certificate of merger Merger, in substantially the form attached hereto as Exhibit C (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware in accordance with the relevant provisions Delaware. The Merger shall become effective at such time as a properly executed copy of the DGCL (the “First Certificate of Merger”) (the time of such filing Merger is duly filed with the Secretary of State of the State of Delaware (or such later time being referred to as may be agreed in writing by Company the “Effective Time”). Effective as of the Effective Time and Parent and specified in pursuant to the First terms of the Certificate of Merger) being the , Insert shall change its name and shall thereafter be referred to as Effective Time of the First MergerCalando Pharmaceuticals, Inc.) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (Arrowhead Research Corp)

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Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Bass, Xxxxx & Xxxxxxxx LLPXxxx PLC, located at 00000 Xxxx 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000Xxxxxxxxx, Xxx XxxxxXxxxxxxxx 00000, at a time 10:00 a.m. (central) (i) except as provided in (A) and (B) below, on the date which is two (2) Business Days after the date on which all of the closing conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that, by their nature or terms, can only be satisfied by actions taken at Closing, but subject to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the such conditions); provided, however, (A) except as provided in subsection (B) below, if such conditions set forth in Article VI are satisfied or waived (other than those conditions that that, by their terms nature or terms, can only be satisfied by actions taken at Closing, but subject to the satisfaction or waiver of such conditions) on or after the 25th day of a calendar month, then the Closing shall take place on the first Business Day of the following month and (B) if such conditions are to be satisfied or waived (other than those conditions that, by their nature or terms, can only be satisfied by actions taken at Closing, but subject to the Closing)satisfaction or waiver of such conditions) during the last calendar month of a calendar quarter, then the Closing shall take place on the first Business Day of the following month; or at (ii) such other time, date place and location time as Evolent and the parties Securityholders’ Representative shall agree in writing. The (the date on which the Closing occurs is referred to herein as actually occurs, the “Closing Date”).” Subject to (b) At the provisions of this AgreementClosing, the parties hereto to this Agreement shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL (and DLLCA. The Merger shall become effective upon the “First time the Certificate of Merger”) (the time of such filing Merger is duly filed with the Secretary of State of the State of Delaware (Delaware, or such later time as may shall be agreed in writing by Company Evolent and Parent the Securityholders’ Representative and specified in the First Certificate of Merger) being such filing in accordance with applicable Legal Requirements (the “Effective Time Time”). Within ten (10) Business Days of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreementdate hereof, the parties hereto Valence Parent shall cause the Second Merger Charter Amendment to be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerDelaware.

Appears in 1 contract

Samples: Merger Agreement (Evolent Health, Inc.)

Closing; Effective Time. The (a) Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Article 6, Article 7 and Article 8, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxx Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx 000 Xxxxxxxxxx Xxxxxx, Xxxxx-Xxxxxx Xxxxx, Xxxxx 000Xxx Xxxxxxxxx, Xxx XxxxxXX 00000, at a time and date to be specified by the parties, which shall be as promptly as practicable (but in no event later than the second business day after Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI (6, Article 7 and Article 8, other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and location place as the parties Galena and Sellas may mutually agree in writing. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject On or prior to the provisions Closing Date, Galena, Merger Sub and Sellas will cause (a) the Bermuda Merger Agreement to be executed and delivered and (b) an application for registration of this Agreementthe Merger (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Companies Act and will cause the Merger to become effective pursuant to the Companies Act. The Merger will become effective on the date shown in the certificate of Merger issued by the Registrar (the time as of which the Merger becomes effective being referred to as the “Effective Time”). The name of the Surviving Company shall be “SELLAS Life Sciences Group Ltd”. (b) Galena, Merger Sub and Sellas acknowledge and agree that for purposes of the laws of Bermuda, the parties hereto Merger shall cause the First Merger to be consummated by filing constitute a certificate of merger with the Secretary of State of the State of Delaware “merger” in accordance with the relevant provisions S.104H of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company Companies Act. From and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time Time, under the Companies Act, by virtue of the First MergerMerger and without any further act or deed by the parties, (a) the merger of Merger Sub with, and into, Sellas and the vesting of their undertakings, property and liabilities in the Surviving Company shall become effective, (b) the property of each of Merger Sub and Sellas shall become the property of the Surviving Company, (c) the Surviving Company shall be liable for the obligations and liabilities of each of Merger Sub and Sellas and any existing cause of action, claim or prosecution against or liability of Merger Sub and Sellas shall not be affected, (d) any civil, criminal or administrative action or proceeding pending by or against Merger Sub or Sellas may be prosecuted by or against Surviving Company and (e) a conviction against, or ruling, order or judgment in favor of or against, Merger Sub or Sellas may be enforced by or against the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Galena Biopharma, Inc.)

Closing; Effective Time. The closing of the Transaction (the “Closing”a) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions terms and conditions of this Agreement, the parties hereto closing of the Merger (the "Closing") shall cause take place on a date and at a time (the First "Closing Date") specified by the Buyer with at least 10 days prior written notice to the Company but, in any event, no later than November 30, 1999 unless such date is extended as provided herein, at the offices of Verner, Liipfert, Bernhard, XxXxxxxxx & Hand, Chartered, 000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxxxxx, XX 00000. Buyer may unilaterally extend the Closing Date (i) beyond November 30, 1999, but not later than December 31, 1999, provided that Buyer has, on or before November 30, 1999, filed a registration statement (the "Registration Statement") for its securities with the SEC which has not been declared effective at least 10 days prior to November 30, 1999, and (ii) beyond December 31, 1999 until not later than 3 Business Days after expiration of any applicable waiting period following any filing by the Buyer or the Company in accordance with the HSR Act; provided, however, that, if all conditions precedent to the -------- ------- Buyer's obligation to effect the Merger have been satisfied, or waived by the Buyer, the Closing shall occur not later than the first Business Day after consummation of the Buyer=s initial public offering of common stock. (b) As soon as practicable after satisfaction or, to be consummated by filing the extent permitted hereunder waiver, of all conditions to the Merger, the Company and Merger Sub shall (i) execute a certificate of merger in compliance with the requirements of the DGCL (the "Certificate of Merger"), and shall file the Certificate of Merger in the Office of the Secretary of State of the State of Delaware in accordance with the relevant provisions of DGCL, and (ii) make all other filings or recordings and take all such other and further actions as may be required by law to make the DGCL Merger effective. The Merger shall become effective at such time (the “First "Effective Time") as the Certificate of Merger”) (the time of such filing Merger is duly filed with the Secretary of State of the State of Delaware (or or, if agreed by the Company and Buyer, at such later time as may be agreed in writing by Company and Parent and is specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (E2enet Inc)

Closing; Effective Time. The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 8.1, and subject to the satisfaction or waiver of the Transaction conditions set forth in Section 7 and Schedule B, the consummation of the Merger (the “Closing”) shall take place at the offices of Pillsbury Xxxxxxxx & Xxxxxxxx Xxxx Xxxxxxx LLP, located at 00000 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxx XxxxxXxxx, Xxxxx 000Xxxxxxxxxx, Xxx Xxxxx, at a time and date to be specified or by the partieselectronic exchange of documents, which shall be as promptly as practicable following the Acceptance Time (but in no event later than the second business day after (2nd) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI (Section 7 and Schedule B, other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and location place as the parties Nikola and Romeo may mutually agree in writing. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, the parties hereto Parties shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251(h) of the DGCL (the “First Certificate of Merger”) (the time of such by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Nikola and Romeo (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”). The Merger shall become effective at the “Effective Time time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions filing of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be agreed in writing by Company and Parent and specified in the Second such Certificate of Merger) Merger with the consent of Nikola and Romeo (the time as of which the Merger becomes effective being referred to as the “Effective Time Time”). Subject to the terms and conditions hereof, the Parties shall take all necessary and appropriate actions to cause the Merger to become effective as promptly as practicable after the Acceptance Time, without a meeting of the Second Merger”Romeo Stockholders, in accordance with Section 251(h) as soon as practicable on or after the Effective Time of the First MergerDGCL.

Appears in 1 contract

Samples: Merger Agreement (Nikola Corp)

Closing; Effective Time. The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time as soon as reasonably practicable (and date to be specified by the parties, which shall be no later than the second business day in any event within ten (10) Business Days) after the satisfaction or waiver (by the party entitled to waive such conditions) of the conditions set forth in Article VI VIII (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waived waiver of those conditions at the Closing), or at such other timethe offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., Xxxx 0000, 00/X Xxxxxx Xxxxxxxx, 5 Queens Road Central, Hong Kong, unless another place, date and location as or time is agreed to by the parties agree in writinghereto. The date on upon which the Closing actually occurs is herein referred to herein as the “Closing Date.” Subject to On the provisions of this AgreementClosing Date, the parties hereto shall cause the First Merger to be consummated by executing (or in the case of Parent, causing to be executed by Merger Sub) and filing a plan of merger in substantially the form attached hereto as Exhibit A (with such changes as Parent may specify consistent with this Agreement to reflect the formation of Merger Sub as the “Merging Company” under the Plan of Merger as contemplated by Section 2.3) (the “Plan of Merger”), a certificate of merger good standing, a director’s declaration for each of Merger Sub and the Company and any other required certificates and documents with the Secretary Registrar of State Companies of the State of Delaware in accordance with the relevant provisions of the DGCL Cayman Islands (the “First Registrar”). The Merger shall become effective upon the registration of the Plan of Merger by the Registrar (the “Effective Time”), which shall be evidenced by the issue by the Registrar of the Certificate of Merger (the “Certificate of Merger”) (the time of such filing with the Secretary of State in respect of the State Merger. If the Registrar requires any changes to the Plan of Delaware (Merger as a condition to registration or such later time as may be agreed in writing by Company and Parent and specified in to issuing the First Certificate of Merger) being , Parent, Merger Sub and the “Effective Time of Company shall mutually cooperate to execute any necessary revisions incorporating such changes; provided that such changes are not inconsistent with, and do not result in any material change in, the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions terms of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (RDA Microelectronics, Inc.)

Closing; Effective Time. (a) The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPCooley Godward llp, located 3000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 00000 Xxxx Xxxxx Xxxxx10:00 a.m. on (i) the later of (A) January 4, Xxxxx 000, Xxx Xxxxx, at a time 2006 and (B) the date to be specified by the parties, which shall be no later than the second that is two (2) business day after days following the satisfaction or waiver of the conditions to closing set forth in Article VI Articles 7 and 8 hereof or (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at ii) such other time, time and date and location as mutually agreed upon by the parties agree in writing. The date on which the Closing occurs is referred to herein as (the “Closing Date.” Subject to ”). Contemporaneously with or as promptly as practicable after the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a properly executed certificate of merger conforming to the requirements of the DGCL (the “Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware in accordance with Delaware. The Merger shall take effect at the relevant provisions of time the DGCL (the “First Certificate of Merger”) (the time of such filing Merger becomes effective with the Secretary of State of the State of Delaware (the “Effective Time”). The day on which the Effective Time shall occur shall be referred to as the “Effective Date.” (b) At the Closing, the Company shall have delivered or such later time caused to be delivered or made available to Parent and/or Merger Sub, as the case may be agreed in writing by Company and Parent and specified in the First be: (i) The Certificate of Merger, duly executed by the Company; (ii) being the “Effective Time Stockholder Agreements, duly executed by each of the First Merger”Company Stockholders; (iii) The Escrow Agreement, duly executed by the Stockholder Representative; (iv) A certificate of the Secretary of the Company, certifying as soon as practicable on or after of the Closing Date. Subject to Date (A) a true and complete comply of the provisions organizational documents of this Agreement, the parties hereto shall cause Company; (B) certificates of the Second Merger to be consummated by filing a Certificate Secretary of Merger with States of the State of Delaware and the Secretary of State of California, certifying the good standing of the Company in the State of Delaware in accordance with and the relevant provisions State of California, respectively, (C) a true and complete copy of the DGCL resolutions of the Board of Directors of the Company and the DLCA resolutions of the stockholders of the Company, each authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, (D) a schedule of the “Second Certificate Company Stockholders as of Merger”the Closing Date, including the shareholders of each Company Stockholder and (E) incumbency matters; (v) The certificate of a duly authorized officer of the time Company described in Section 7.8 hereof; (vi) The affidavit required by Section 6.2(d) hereof, duly executed by the Stockholder Representative; and (vii) Such other documents as Parent may reasonably request for the purpose of such filing with facilitating the consummation of the transactions contemplated herein. (c) At the Closing, Parent shall have delivered or caused to be delivered or made available to the Company: (i) The Escrow Agreement, duly executed by Parent; (ii) A certificate of the Secretary of each of Parent and Merger Sub, certifying as of the Closing Date (A) a true and complete comply of the organizational documents of Parent and Merger Sub, respectively; (B) certificates of the Secretary of States of the State of Delaware and the Secretary of State of Maryland, certifying the good standing of Parent in the State of Delaware and the State of Maryland and of Merger Sub in Delaware, respectively, (or such later time as may be agreed in writing C) a true and complete copy of the resolutions of the Board of Directors of Parent and Merger Sub and the resolutions of the stockholder of Merger Sub, each authorizing the execution, delivery and performance of this Agreement by the Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time consummation of the Second Merger”transactions contemplated hereby, and (D) incumbency matters; (iii) The certificate of a duly authorized officer of Parent described in Section 8.5 hereof; and (iv) Such other documents as soon as practicable on or after Parent may reasonably request for the Effective Time purpose of facilitating the consummation of the First Mergertransactions contemplated herein.

Appears in 1 contract

Samples: Merger Agreement (Entremed Inc)

Closing; Effective Time. (a) The closing consummation of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPas soon as practicable, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but no later than the second business day two (2) Business Days, after the satisfaction or waiver of the last of the conditions set forth in Article VI to be satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waived at waiver of such conditions as of the Closing), or at such other time, date and location time as the parties hereto agree in writing. The (the actual date on which the Closing occurs is referred to herein as takes place being the “Closing Date.” Subject to ”). The Closing shall take place at the provisions offices of this AgreementXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., 00000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, or at such other location as the parties hereto agree. In connection with the Closing, Parent and the Company shall cause the First Merger to be consummated made effective by filing a certificate Certificate of merger Merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) Delaware Law (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the First Certificate of Merger) being the “Effective Time Time”)). (b) At or prior to the Closing, the Company shall deliver or cause to be delivered the following agreements and documents to Parent: (i) the Escrow Agreement, duly executed by the Securityholder Representative Committee and the Escrow Agent; (ii) a certificate, in form and substance reasonably satisfactory to Parent, duly executed by the Chief Financial Officer of the First MergerCompany, containing the following information (to be set forth on an accompanying spreadsheet) (such spreadsheet and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate): (1) as soon as practicable on or after (A) the Closing Date. Subject Merger Consideration, together with a reasonably detailed explanation of the calculation of each component thereof, (B) the Per Share Closing Merger Consideration Amount, together with a reasonably detailed explanation of the calculation thereof, and (C) the Pro Rata Portion of each Company Securityholder; (2) with respect to each Company Stockholder: (A) such Company Stockholder’s name, email address and address of record; (B) the number of shares of Company Common Stock held by such Company Stockholder; (C) the net cash amount to be paid to each such Company Stockholder by the Paying Agent in accordance with Section 1.6 and Section 1.9; (D) the amount to be paid to each such Company Stockholder of the Earnout Payment, assuming for this purpose that the Projected Revenue is achieved; and (E) whether any Taxes are to be withheld in accordance with Section 1.11 from the consideration that such Company Stockholder is entitled to receive pursuant to Section 1.6; (3) with respect to each Company Option: (A) the name, email address and address of record of the holder thereof; (B) the exercise price per share and the number of shares of Company Common Stock subject to such Company Option; (C) the vesting schedule applicable to such Company Option; (D) the consideration or potential consideration that the holder of such Company Option is entitled to receive pursuant to Section 1.8(a); (E) the amount or potential amount to be paid to the provisions holder of such Company Option of the Earnout Payment, assuming for this purpose that the Projected Revenue is achieved; and (F) whether any Taxes are to be withheld in accordance with Section 1.11 from the consideration that the holder of such Company Option is entitled to receive pursuant to Section 1.8(a); (4) with respect to each Company Warrant: (A) the name, email address and address of record of the holder of such Company Warrant; (B) the exercise price per share and the number, class and series of shares of Company Common Stock subject to such Company Warrant; (C) the consideration that the holder of such Company Warrant is entitled to receive pursuant to Section 1.8(b); (D) the net cash amount to be paid to the holder of such Company Warrant pursuant to Section 1.8(b); (E) the amount to be paid to the holder of such Company Warrant of the Earnout Payment, assuming for this purpose that the Projected Revenue is achieved; and (F) whether any Taxes are to be withheld in accordance with Section 1.11 from the consideration that the holder of such Company Warrant is entitled to receive pursuant to Section 1.8(b); (iii) the Certificate of Merger, duly executed by the Company; (iv) a certificate of the Secretary of the Company, dated as of the date of the Closing and in form and substance reasonably satisfactory to Parent, certifying and attaching: (A) the Company Organizational Documents, (B) the resolutions adopted by the Company Board to authorize and adopt this Agreement, the parties hereto shall cause Merger and the Second Merger other transactions contemplated hereby, (C) the Stockholder Consent, and (D) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to be consummated by filing a Certificate of Merger this Agreement or otherwise in connection with the Secretary of State of transactions contemplated hereby; and (v) the State of Delaware in accordance with Payoff Letter pursuant to Section 5.13(a). (c) At or prior to the relevant provisions of Closing, Parent shall deliver to the DGCL and Securityholder Representative Committee, the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing Escrow Agreement, duly executed by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerParent.

Appears in 1 contract

Samples: Merger Agreement (Quality Systems, Inc)

Closing; Effective Time. (a) The closing of the Transaction Transactions (the “Closing”) shall take place at 10:00 a.m., New York time, on the offices later of Xxxxxxxx & Xxxxxxxx LLP(i) September 10, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time 2019 and date to be specified by (ii) the parties, which shall be no later than the second business day tenth (10th) Business Day after the satisfaction (or waiver waiver) of the conditions set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction (or waiver) of those conditions at such other the Closing) (the “Closing Date”) at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or remotely, unless another time, date or place is agreed to in writing by Buyer and location as the parties agree Seller Representative; provided, that (i) Buyer may on two occasions elect to delay the Closing for up to thirty (30) days in writingthe aggregate inclusive of all extensions, by giving written notice to the Seller Representative (an “Extension Notice”) at least seven (7) Business Days immediately preceding the date that, but for such delivery of such Extension Notice, would have been the Closing Date and (ii) if Buyer has delivered an Extension Notice, then Buyer may, upon at least seven (7) Business Days’ prior written notice to the Seller Representative, designate the Closing Date to occur on a Business Day within such thirty (30) day period. The In the event that Buyer elects to delay the Closing pursuant to the foregoing, all references to the “Closing Date” in this Agreement shall be deemed to refer to the date on which the Closing occurs is referred to herein as occurs. (b) Upon the “Closing Date.” Subject terms and subject to the provisions of this Agreement, at the parties hereto shall cause Closing, each Merger Sub (if required by Law) and USIP I Company shall, with respect to the First Merger to be consummated by filing applicable Merger, duly execute and file a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions Laws of the DGCL State of Delaware (the each, a First Certificate of Merger”) (, and collectively, the “Certificates of Merger”). Each Merger shall become effective on the date and time at which the applicable Certificate of such filing with Merger has been filed with, and accepted for recording by, the Secretary of State of the State of Delaware (or at such later other date and time as may be is agreed in writing by Company and Parent between the Parties and specified in the First such Certificate of Merger) Merger (such date and time being hereinafter referred to as the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time Time” of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Transaction Agreement (Blackstone Real Estate Income Trust, Inc.)

Closing; Effective Time. The (i) Subject to the satisfaction or, to the extent permitted hereunder, waiver of the conditions to the Closing set forth in Article VII (other than those to be satisfied at the Closing, but subject to their satisfaction or, to the extent permitted hereunder, waiver at the Closing), the closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place be effected (A) by physical exchange of documentation at the offices of Xxxxxxxx & Xxxx Xxxxxxxx LLP, located at 00000 000 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, XX 00000, or (B) if acceptable to the Parent and the Sole Member, by exchanging true, complete and accurate copies of executed originals via electronic mail or overnight courier service, in either case at 10:00 a.m. local time of such office on a time and date to be specified by the parties, which shall be Parties that is no later than the second business day after third Business Day following the satisfaction satisfaction, or to the extent permitted hereunder, waiver by the Party entitled to the benefit thereof of the conditions to the Closing set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied or waived and are capable of being satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions at the Closing), or in each case unless the Parties agree to effect the Closing at such any other time, date and location as the parties agree in writingplace. The date on which the Closing occurs is referred to herein as the “Closing Date.” (ii) Subject to the provisions of this Agreement, contemporaneously with or as promptly as practicable after the parties hereto shall Closing, the Company, Parent and Merger Sub will cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit A to be executed, acknowledged and filed with the Delaware Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (DLLCA and shall make all other filings or recordings required under the “First DLLCA. The Merger will become effective at such time as the Certificate of Merger”) (the time of such filing Merger has been duly filed with the Delaware Secretary of State of the State of Delaware (or at such later date or time as may be agreed in writing by the Company and Parent in writing and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions DLLCA (the effective time of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time Merger being hereinafter referred to as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Morgan Group Holding Co)

Closing; Effective Time. The (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxxx Fxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx500 Xxxxxxxxxx Xxxxxx, Xxxxx 0000000, Xxx XxxxxXxxx Xxxx, XX 00000, at a time and 7:00 a.m. (local time) on the date to be specified by the parties, which shall be no later than the second business day is two (2) Business Days after the satisfaction or waiver of the first date on which all conditions set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver thereof) or such other time, date time and location place as Acquiror and the parties Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein in this Agreement as the “Closing Date. (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the parties hereto Company shall cause the First Merger Certificate to be consummated by executed and duly submitted for filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL (the “First Certificate of Merger”) (DGCL. The Merger shall become effective at the time of such when the Merger Certificate has been accepted for filing with by the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed by Acquiror and the Company in writing by Company and Parent and specified in the First Merger Certificate of Merger) being (the “Effective Time Time”). (c) For the avoidance of the First Merger”) as soon as practicable on or after doubt, the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time shall occur after (i) the completion of the First MergerDomestication and (ii) consummation of the Company Warrant Settlement and Company Preferred Conversion.

Appears in 1 contract

Samples: Merger Agreement (ACE Convergence Acquisition Corp.)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall will take place at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxx Xxxxxxx Xxxxx, Xxxxx 000Xxx Xxxx, Xxx XxxxxXX 00000 at 10:00 a.m., at a time and date New York time, on the fifth business day following the satisfaction (or, to be specified the extent permitted by applicable Law, waiver by the partiesparty entitled to the benefit thereof), which shall be no later than but subject to the second business day after the continued satisfaction or waiver at the Closing, of the conditions set forth in Article VI VII (other than (i) the condition set forth in Section 7.01(e) and (ii) those conditions that by their terms nature are to be satisfied or waived at the Closing, but, in the case of each of clauses (i) and (ii), subject to the satisfaction (or, in the case of clause (ii), to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of such conditions at the Closing), or on such other date and at such other time, date time and location place as the parties agree in writingmay mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date”. In no event will the consummation of the Merger occur unless the Carve-Out Transaction has been consummated, and in no event will the consummation of the Carve-Out Transaction occur unless the Merger is consummated immediately thereafter.” Subject (b) Upon the terms and subject to the provisions of this Agreementconditions set forth herein, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware a certificate of merger (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”), executed in accordance with, and containing such information as is required by, the “Effective Time applicable provisions of the First Merger”) DGCL. The Merger shall become effective at such time as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed in writing by Company and Parent and specified the Company shall agree and specify in the Second Certificate of Merger) being . The time the Merger becomes effective is referred to herein as the “Effective Time of the Second MergerTime.) as soon as practicable on or after the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (Polypore International, Inc.)

Closing; Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”"CLOSING") shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article ARTICLE VI hereof but no later than May 1, 2001 (other than those conditions the "CLOSING DATE"); provided, however, that, in the event that Buyer by their terms are May 1, 2001 for any reason whatsoever has not obtained approval of this Agreement and the transactions contemplated hereby, including, without limitation, the Merger by the holders of the requisite number of then-outstanding shares of Buyer Common Stock, then the "CLOSING DATE" shall be extended and be deemed and interpreted throughout this Agreement for all purposes to be satisfied or waived at the Closing)mean September 1, or at such other time, date and location as the parties agree in writing2001." 6. The date on which last sentence of SECTION 1.1(e) of the Closing occurs Merger Agreement hereby is referred to herein as deleted in its entirety and shall be of no further force or effect. 7. All references in SECTION 1.2(a) of the “Closing Date.” Subject Merger Agreement and appearing elsewhere in the Merger Agreement to the provisions number "12,500,000" hereby are deleted and replaced with references to the number "12,100,000." 8. The last sentence of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State SECTION 1.3(i) of the State Merger Agreement hereby is deleted in its entirety and shall be of Delaware in accordance with the relevant provisions no further force or effect. 9. The first sentence of SECTION 2.2(a) of the DGCL (the “First Certificate Merger Agreement hereby is amended and restated as follows: "The authorized capital stock of Merger”) (the time Seller consists of such filing with the Secretary 100,000,000 shares of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after Common Stock. At the Closing Date, there will be outstanding 10,132,860 shares of Common Stock." 10. Subject to The second sentence of SECTION 3.2 of the provisions Merger Agreement hereby is amended and restated as follows: "Provided that the Article Amendment (as defined in SECTION 5.8 hereof) has been approved by the requisite vote of this Agreementthe stockholders of Buyer as required by the Nevada Corporation Law, upon the filing of the Article Amendment with the Nevada Secretary of State, the parties hereto shall cause the Second Merger to authorized number of shares of Buyer Common Stock will be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger100,000,000."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ubrandit Com)

Closing; Effective Time. The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx King & Xxxxxxxx Spalding LLP, located 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at 10:00 a.m. (Atlanta Time) on a time and date to be specified designated by the partiesParent, which shall be no later than the second business day later to occur of (i) the fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Sections 6 and 7 (other than those conditions that by their terms set forth in Sections 6.6(e), 6.6(f) and 7.4, which are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) or (ii) March 15, 2015 (provided, however, upon completion of the Credit Facility Amendment, this clause (ii) shall be of no further force and effect), or at such other time, time and/or date as Parent and location as the parties agree in writingCompany may jointly designate. The date on which the Closing occurs actually takes place is referred to herein in this Agreement as the “Closing Date.” Subject to Contemporaneously with or as promptly as practicable after the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware. The Merger shall become effective as of the time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later date or time as may be agreed by the Company and Merger Sub in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions DGCL (the effective time of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time Merger being hereinafter referred to as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerPreferred Stock into Common Stock.

Appears in 1 contract

Samples: Merger Agreement (Under Armour, Inc.)

Closing; Effective Time. The Subject to the satisfaction or waiver of the conditions set forth in ARTICLE 7, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Txxxxxxx Sxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx400 0xx Xxxxxx, X.X., Xxxxx 0000000, Xxx XxxxxXxxxxxxxxx, at a time and date to be specified by the partiesXX, which shall be as soon as practicable, but in no event later than the second business day Business Day (as hereinafter defined) after the satisfaction or waiver (to the extent permitted by Law (as hereinafter defined)) of the conditions set forth in Article VI ARTICLE 7 (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied until the Closing, but subject to the satisfaction or waived waiver of such conditions at the Closing), or at such other time, place or on such other date as Parent and location as the parties agree in writingCompany may mutually agree. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to ”. At the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate an agreement of merger with officers’ certificates for each of the Company and Merger Sub (collectively, the “Certificate of Merger”) with the Secretary of State of the State of Delaware California, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL CGCL (the “First date and time of the acceptance of the filing of the Certificate of Merger”) (the time of such filing with Merger by the Secretary of State of the State of Delaware (California, or such later time as may be agreed in writing by Company and Parent and is specified in the First Certificate of Merger) Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time of the First MergerTime”) as soon as practicable on and shall make all other filings or after recordings required under the Closing DateCGCL in connection with the Merger. Subject to the provisions For purposes of this Agreement, the parties hereto shall cause term “Business Day” means any day on which the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State principal offices of the State of Delaware in accordance with the relevant provisions of the DGCL Securities and the DLCA Exchange Commission (the “Second Certificate of MergerSEC”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified Washington, D.C. are open to accept filings or, in the Second Certificate case of Merger) being the “Effective Time of the Second Merger”) as soon as practicable determining a date when any payment is due, any day on which banks are not required or after the Effective Time of the First Mergerauthorized by law to close in Los Angeles, California.

Appears in 1 contract

Samples: Merger Agreement (Geopetro Resources Co)

Closing; Effective Time. The closing Unless this Agreement is earlier terminated pursuant to the provisions of the Transaction (the “Closing”) shall take place at the offices Section 9.1 of Xxxxxxxx & Xxxxxxxx LLPthis Agreement, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date subject to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place remotely via the exchange of electronic signature pages on the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6, Section 7 and Section 8 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and location place as SSMP and the parties Company may mutually agree in writing; provided that if all the conditions set forth in Section 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived but no later than either the End Date or the Extended End Date, as applicable. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, the parties hereto Parties shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such executing and filing with the Secretary of State of the State of Delaware California a certificate of merger with respect to the Merger, as mutually agreeable to the Parties hereto (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”). The Merger shall become effective at the “Effective Time time of the First Merger”) as soon as practicable on or after filing of the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (California, or at such later time as may be agreed in writing by Company and Parent and specified in the Second such Certificate of Merger) Merger with the consent of SSMP and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Second Sight Medical Products Inc)

Closing; Effective Time. The (a) Subject to the provisions of Article VII, the closing of the Transaction Diamond Merger (the “Initial Closing”) shall take place at the offices of Jxxxx Day, 200 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. local time, as soon as practicable, but in no event later than the second Business Day after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, as defined below, but the Closing shall be subject to the satisfaction or waiver of those conditions), or at such other place or at such other date or time as Parent and the Company may mutually agree. The date on which the Initial Closing actually occurs is hereinafter referred to as the “Initial Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable after 9:00 a.m. local time on the Initial Closing Date, the parties hereto shall cause the Diamond Merger to be consummated by filing a certificate of merger (the “Diamond 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 the filing of the Diamond Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Diamond Certificate of Merger and as is agreed to by Parent and the Company, being the “Initial Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Diamond Merger. (c) As soon as practicable after the Initial Effective Time, but in any event before the Effective Time (as defined below), the parties hereto shall effect the Diamond LLC Conversion and then shall effect the other transactions set forth in the Separation Agreement. (d) Subject to the provisions of Article VII, the closing of the Emerald Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPJxxxx Day, located at 00000 200 Xxxx Xxxxx Xxxxx, Xxxxx 00000xx Xxxxxx, Xxx XxxxxXxxx, Xxx Xxxx 00000, at a time 10:00 a.m. local time, on the Initial Closing Date or as promptly as practicable thereafter (and date to be specified by the parties, which shall be in no later case more than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closingtwo Business Days thereafter), or at such other time, place or at such other date or time as Parent and location as the parties agree in writingCompany may mutually agree. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” (e) Subject to the provisions of this Agreement, as soon as practicable after 10:00 a.m. local time on the Closing Date, the parties hereto shall cause the First Emerald Merger to be consummated by filing a certificate of merger (the “Emerald Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the “First Certificate of Merger”) (the date and time of such the filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Emerald Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by Company and Parent and is specified in the Second Emerald Certificate of Merger) Merger and as is agreed to by Parent and New Diamond, being the “Effective Time of the Second MergerTime”) as soon as practicable on and shall make all other filings or after recordings required under the Effective Time of DGCL in connection with the First Emerald Merger.

Appears in 1 contract

Samples: Merger Agreement (Albertsons Inc /De/)

Closing; Effective Time. The (a) Unless this Agreement shall have been validly terminated pursuant to Section 8.1, the closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxxxxxx Xxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx1251 Avenue of the Americas, Xxxxx 000New York, Xxx XxxxxNew York, at a 9:00 a.m. New York time and on the date to be specified by that is the parties, which shall be no later than of (i) the second business day that is a Business Day in both the United States and New Zealand after the satisfaction or waiver of the conditions set forth in Article VI VII (other than those conditions that by their terms are to be satisfied or waived at the Closing), but subject to the satisfaction or waiver (to the extent permitted hereunder) of all conditions at the Closing) and (ii) the earlier of (x) the first day that is a Business Day in both the United States and New Zealand after the end of the Marketing Period or (y) a date during the Marketing Period that is a Business Day in both the United States and New Zealand and specified by Parent on no less than three (3) Business Days’ prior written notice to the Company if the Debt Financing is consummated on such earlier date or, such other time, location and date as Parent, the Merger Subs and location as the parties Company mutually agree in writing. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to (b) At the provisions of this AgreementClosing, Parent, Merger Sub I, Merger Sub II and the parties hereto Company shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of First Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed and filed in accordance with with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL (in connection with the First Merger. The First Merger shall become effective at the time at which the Certificate of Merger”) (the time of such filing First Merger is duly filed with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by Company and Parent and is specified in the First Certificate of Merger) being First Merger and as is agreed to by Parent, Merger Sub I, Merger Sub II and the Company (the “First Effective Time of Time”). (c) Immediately following the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this AgreementEffective Time, Parent, the parties hereto First Step Surviving Corporation and Merger Sub II shall cause the Second Merger to be consummated by filing a certificate of merger (the “Certificate of Merger Second Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed and filed in accordance with with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL and in connection with the DLCA (Second Merger. The Second Merger shall become effective at the “Second time at which the Certificate of Merger”) (the time of such filing Second Merger is duly filed with the Secretary of State of the State of Delaware (Delaware, or at such later time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) being Second Merger and as is agreed to by Parent, Merger Sub II and the Company prior to the First Effective Time (the “Second Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Diligent Corp)

Closing; Effective Time. The Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Transaction Merger (the “Closing”) shall take place by electronic exchange of Closing documents in lieu of an in-person Closing at 10:00 a.m. (New York City time), as promptly as practicable following the offices consummation of Xxxxxxxx & Xxxxxxxx LLPthe Offer, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but in any event no later than the second business day (2nd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI VII (other than those conditions that by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or at waiver of such other time, date and location as conditions) (the parties agree in writing. The date on which the Closing occurs is referred to herein as occurs, the “Closing Date.” Subject ”), unless this Agreement has been terminated pursuant to its terms or unless another time or manner of Closing is agreed to by the provisions of this Agreement, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware Parties in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Datewriting. Subject to the provisions of this Agreement, (i) a certificate of merger (or, if a Triggering Event has occurred, a certificate of ownership and merger) satisfying the parties hereto applicable requirements of the DGCL (in either case, the “Certificate of Merger”) shall be duly executed by the Company (or Merger Sub, in the case of a certificate of ownership and merger) and (ii) Parent, Merger Sub and the Company shall cause the Second Certificate of Merger to be consummated by delivered to the DSOS for filing, in each case, as soon as practicable following the Offer Acceptance Time and concurrently with the Closing. The Merger shall become effective upon the filing a of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (DSOS or such later time as may be is agreed upon in writing by Company and Parent the Parties hereto and specified in the Second Certificate of Merger) being Merger (such time, the “Effective Time of the Second MergerTime) as soon as practicable on or ). From and after the Effective Time Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, franchises and be subject to all of the First Mergerdebts, obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided in the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Ceres, Inc.)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxNew York City time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified by the partiesparties hereto, which shall be no later than the second business day Business Day after the satisfaction or waiver of all of the conditions set forth in Article VI ARTICLE VII hereof (other than those conditions that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waived waiver of such conditions at the Closing), or at such other the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date and location as or place is agreed to in writing by the parties agree in writinghereto. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject ” (b) Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the First Merger merger to be consummated by filing (i) articles of merger substantially in the form attached hereto as Exhibit C (the “Articles of Merger”) with the Secretary of State of the State of Washington for filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger and (ii) a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (and by making all other filings or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger.recordings required under the

Appears in 1 contract

Samples: Merger Agreement (Penwest Pharmaceuticals Co)

Closing; Effective Time. The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx King & Xxxxxxxx Spalding LLP, located 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at 10:00 a.m. (Atlanta Time) on a time and date to be specified designated by the partiesParent, which shall be no later than the second business day later to occur of (i) the fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Sections 6 and 7 (other than those conditions that by their terms set forth in Sections 6.6(c), 6.6(d) and 7.4, which are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or (ii) December 6, 2013, or (iii) at such other time, time and/or date as Parent and location as the parties agree in writingCompany may jointly designate. The date on which the Closing occurs actually takes place is referred to herein in this Agreement as the “Closing Date.” Subject to Contemporaneously with or as promptly as practicable after the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) conforming to the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware. The Merger shall become effective as of the time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later date or time as may be agreed by the Company and Merger Sub in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions DGCL (the effective time of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time Merger being hereinafter referred to as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time Time”). For the avoidance of doubt, all references in this Agreement to “immediately prior to the Closing” shall be deemed to refer to a point in time immediately before the Closing and after the conversion of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerPreferred Stock into Common Stock.

Appears in 1 contract

Samples: Merger Agreement (Under Armour, Inc.)

Closing; Effective Time. (a) The closing of the Transaction Blocker Merger (the “Blocker Merger Closing”), the closing of the Buyer Merger (the “Buyer Merger Closing”), the closing of the Company Merger (the “Company Merger Closing”) and the closing of the other transactions contemplated hereby (together with the Blocker Merger Closing, the Buyer Merger Closing and the Company Merger Closing, the “Closing”) shall take place by conference call and by exchange of signature pages by email or other electronic transmission at 9:00 a.m. Eastern Time on (i) the second (2nd) Business Day after the conditions set forth in ARTICLE XI have been satisfied, or, if permissible, waived by the Party entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at the offices of Xxxxxxxx & Xxxxxxxx LLPClosing, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date but subject to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the such conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), ) or at (ii) such other time, date and location time as the parties Parties mutually agree in writing. The (the date on upon which the Closing occurs is referred to herein as occurs, the “Closing Date”).” Subject to (b) On the provisions of this AgreementClosing Date, the parties hereto Parties shall cause the First Blocker Merger to be consummated simultaneously by filing a certificate of merger (the “Blocker Certificate of Merger”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, Section 18-209 of the DLLCA (the date and time of acceptance by the Delaware Secretary of State of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “Blocker Effective Time”). (c) On the Closing Date, and immediately after the Blocker Effective Time, the Parties shall cause the Buyer Merger to be consummated by filing certificates of merger (the “Buyer Certificate of Merger”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, Section 251 of the DGCL and Section 18-209 of the DLLCA, as applicable (the date and time of acceptance by the Delaware Secretary of State of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “Buyer Effective Time”). (d) On the Closing Date, and immediately after the Buyer Effective Time, the Parties shall cause the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger”, and together with the Blocker Certificate of Merger and the Buyer Certificate of Merger, the “Certificates of Merger”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, Section 18-209 of the DLLCA (the date and time of acceptance by the Delaware Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the such filing, or, if another date and time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and is specified in the First Certificate of Merger) such filing, such specified date and time, being the “Company Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Business Combination Agreement (Roth CH Acquisition III Co)

Closing; Effective Time. The Upon the terms and conditions set forth herein, the closing of the Transaction Merger (the “Merger Closing”) shall will take place (a) at the offices of Xxxxxxxx & Xxxxxxxx LLP, DLA Piper LLP (US) located at 00000 Xxxx Xxxxx 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000000, Xxx Xxxxx, at a time Xxxxxxxxxx 00000 as soon as practicable following the consummation of the Offer, but in any event on the date of, and date to be specified by immediately following the partiesOffer Closing (or the Top-Up Closing if the Top-Up has been exercised); provided that, which if there shall be no later than a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the Company Stockholder Vote shall be required in order to consummate the Merger, then on the second business day Business Day after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or (b) at such other time, date or place is agreed to in writing by Parent and location as the parties agree in writingCompany. The date on which the Merger Closing occurs is referred to herein in this Agreement as the “Merger Closing Date.” Subject to the provisions of this Agreementterms and conditions set forth herein, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later other date and time as may be mutually agreed in writing upon by Parent and the Company and Parent and specified set forth in the First Certificate of Merger) being Merger (the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Active Network Inc)

Closing; Effective Time. (a) The closing consummation of the Transaction Merger and other transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPas soon as practicable, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but no later than the second business day two (2) Business Days after the satisfaction or waiver of the last of the conditions set forth in Article VI 6 to be satisfied or waived (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other timeand in no event earlier than ten (10) days following the delivery of the Company Shareholder Notices, date and location as unless the parties hereto otherwise agree in writing. The Closing shall be held at the offices of Mxxxxxxx & Fxxxxxxx LLP, 755 Page Mill Road, Palo Alto, California, unless the parties hereto otherwise agree in writing. The date on which the Closing occurs actually takes place is referred to herein as the "Closing Date." Subject to the provisions of this Agreement, an agreement of merger (the parties hereto "Agreement of Merger"), as provided by Section 1101 of the CGCL, and related officers' certificates satisfying the applicable requirements of the CGCL, will be duly prepared by the parties, executed on behalf of the Company and thereafter delivered to the California Secretary of State for filing, as provided in the CGCL, on the Closing Date. The Merger will become effective upon the later of the acceptance for filing of the Agreement of Merger by the California Secretary of State or at such later time as is provided in the Agreement of Merger (the "Effective Time"). The Merger will, from and after the Effective Time, have all the effects provided by Section 1107 of the CGCL and other applicable law. (b) At the Closing, subject to the satisfaction or waiver by the Company of the conditions set forth in Section 6.2, the Company shall deliver or cause the First Merger to be consummated by filing delivered to Parent the following documents: (i) executed copies of any Principal Documents to which it is a party or signatory (to the extent not previously delivered); (ii) a certificate of merger with the Secretary of State an officer of the State Company (the "Company Compliance Certificate") certifying that (A) the conditions set forth in Sections 6.1(a), 6.1(b) and 6.1(c) have been satisfied, and (B) that the principal terms of Delaware this Agreement have been approved by the affirmative vote of the Requisite Shareholders in accordance with the relevant provisions CGCL, Articles of Incorporation and bylaws of the DGCL Company; (iii) a certificate described in Treasury Regulation Section 1.1445-2(c)(3) certifying that none of the “First Certificate interests in the Company are U.S. real property interests for purposes of Merger”Section 1445 of the Code in a form specified by Parent and reasonably acceptable to the Company; (iv) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Company Board evidencing its authorization of the execution and delivery of this Agreement and the other Principal Documents to which the Company is a party or signatory and the consummation of the Merger and other transactions contemplated by this Agreement; (v) good standing certificate of each of the time of such filing with Company and JMC from the California Secretary of State dated as of the State of Delaware a date not earlier than five (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger5) being the “Effective Time of the First Merger”) as soon as practicable on or after days prior to the Closing Date. Subject ; (vi) the Written Consent executed by the Requisite Shareholders; (vii) a schedule of Escrow Participants that sets forth their respective Escrow Participation Percentages and the amount of funds contributed to the provisions Escrow Fund at the Closing that is allocable to each such Escrow Participant; (viii) the Non-Solicitation Agreements executed by the Key Employees; (ix) the Non-Compete Agreements executed by the Specified Shareholders; and (x) the Final Schedules. (c) At the Closing, subject to the satisfaction or waiver by Parent of the conditions set forth in Section 6.1: (i) each of Parent and Merger Sub shall cause to be delivered to the Company executed copies of any Principal Documents to which it is a party or signatory (to the extent not previously delivered); (ii) Parent shall cause to be delivered to the Company a certificate of an officer of Parent certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; (iii) each of Parent and Merger Sub shall cause to be delivered to the Company true and complete copies, certified by the Secretary or an Assistant Secretary of each of Parent and Merger Sub, respectively, of the resolutions duly and validly adopted by the Parent Board and Merger Sub Board, respectively, evidencing their respective authorizations of the execution and delivery of this Agreement and the other Principal Documents to which Parent and Merger Sub are parties or signatories and the consummation of the Merger and other transactions contemplated by this Agreement; and (iv) If the Exchange Fund has not previously been deposited with the Exchange Agent pursuant to the second sentence of Section 2.3(a), the parties hereto Parent shall deposit or cause the Second Merger to be consummated by filing a Certificate of Merger deposited with the Secretary of State Exchange Agent the Exchange Fund; (v) Parent shall deposit or cause to be deposited the Holdback Amount in the Holdback Account; (vi) Parent shall pay or cause to be paid to the Shareholder Representative the Expense Reimbursement Amount as provided in Section 9.1(b); and (vii) Parent shall pay, or cause to be paid, on behalf of the State of Delaware Acquired Companies, (i) the Indebtedness in accordance with the relevant provisions of Payoff Letters, (ii) the DGCL and Third Party Expenses pursuant to the DLCA (instructions provided by the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate Closing Consideration Schedule and (iii) the Change of Merger) being Control Payments pursuant to the “Effective Time of instructions provided by the Second Merger”) as soon as practicable on or after Company in the Effective Time of the First MergerClosing Consideration Schedule.

Appears in 1 contract

Samples: Merger Agreement (Aerocentury Corp)

Closing; Effective Time. (a) The closing consummation of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPas soon as practicable, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be but no later than the second business day five Business Days after the satisfaction or waiver of the last of the conditions set forth in Article VI Section 5 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or at such other timedate, date and location as or both, are agreed to in writing by the parties agree in writinghereto. The date on which the Closing occurs is held is herein referred to herein as the “Closing Date.” The Closing will be held at the offices of WilmerHale in New York, New York, unless another place is agreed to in writing by the parties hereto. (b) Subject to the provisions terms of this Agreement, on the parties hereto Closing Date, a certificate of merger satisfying the applicable requirements of the DGCL shall cause be filed with the First Secretary of State of the State of Delaware. The Merger to be consummated by shall become effective at the time of the filing a of such certificate of merger with the Secretary of State of the State of Delaware (the time as of which the Merger becomes effective being referred to as the “Effective Time”). (c) Subject to Section 1.5(a), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company: (1) to the extent not converted to Company Common Stock prior to the Effective Time, each share of the Company’s Series A Preferred Stock outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive an amount in cash equal to: (A) the Merger Price Per Series A Share; plus (B) any amounts required to be paid by Parent with respect to such share to the Former Holder thereof in accordance with the relevant provisions terms of Sections 1.7 and 8.1(c), as and when such payments are required to be made; provided, that the aggregate per-share payment to be made pursuant to this Section 1.2(c)(1) with respect to each share of Series A Preferred Stock outstanding as of the DGCL Effective Time shall not exceed $0.98328 (such aggregate amount actually paid to the Series A Preferred Stock pursuant to this Section 1.2(c)(1) being referred to herein as the “First Certificate Series A Preferred Merger Consideration”); (2) except as provided in clause (4) below, each share of Merger”) (Company Common Stock outstanding immediately prior to the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of shall be canceled and converted into the First Merger”right to receive: (A) as soon as practicable on or after the Closing Date. Subject an amount in cash equal to the provisions of this Agreement, the parties hereto shall cause the Second Merger Price Per Common Share; plus (B) any amounts required to be consummated paid by filing a Certificate of Merger Parent with respect to such share to the Secretary of State of the State of Delaware Former Holder thereof in accordance with the relevant provisions terms of Sections 1.7 and 8.1(c), as and when such payments are required to be made (collectively, the “Common Merger Consideration”); (3) each share of the DGCL and the DLCA (the “Second Certificate common stock, $0.001 par value per share, of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the First MergerSurviving Corporation; and (4) each share of Company Capital Stock that is held by the Company as treasury stock, and each share of Company Capital Stock owned by Parent or Merger Sub or any other wholly owned Subsidiary of Parent, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Acorda Therapeutics Inc)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxXxxx, at a time and date to be specified by the partiesXxx Xxxx, which shall be as soon as practicable, but in no event later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI VII (other than those excluding conditions that that, by their terms are to terms, cannot be satisfied or waived at until the Closing, but subject to the satisfaction or waiver of such conditions); provided, however, that if the Marketing Period has not ended on or before such second business day after such satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions), th e parties shall not be required to consummate the Closing until the earlier of (i) any business day during the Marketing Period specified by Parent on no less than three business days’ prior written notice to the Company and (ii) the final day of the Marketing Period (or the Closing may be consummated at such other time, place or on such other date as Parent and location as the parties agree in writingCompany may mutually agree). The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject to (b) At the provisions of this AgreementClosing, the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed and filed in accordance with with, the relevant provisions of the DGCL (the “First Certificate of Merger”) (the date and time of such the filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “Effective Time of Time”), and shall make all other filings or recordings required under the Second Merger”) as soon as practicable on or after DGCL in connection with the Effective Time of the First Merger.

Appears in 1 contract

Samples: Merger Agreement (United Rentals Inc /De)

Closing; Effective Time. (a) The closing of the Transaction Merger (the “Closing”) shall take place at on the offices Closing Date (as defined in the Underwriting Agreement); provided, however, that, the Closing shall be conditioned upon (i) either (A) the price per share of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date the PCI Media Common Stock offered to the public pursuant to the Underwriting Agreement shall be no less than the bottom of the estimated offering price range set forth on the cover page of the prospectus included in the Form S-1 to be specified filed by the partiesCompany on the date of this Agreement and the number of shares of PCI Media Common Stock issued to the public shall be no greater than the number of shares set forth on such cover page, including the number of shares subject to the underwriter’s over-allotment option or (B) the Company and the Founders Committee (acting on behalf of the Shareholders in accordance with Article II) shall have agreed to a lower price per share or a greater number of shares, as applicable, of such PCI Media Common Stock; and (ii) the closing of the Concurrent Pre-IPO Transactions, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are deemed to be satisfied or waived occur at the Closing), or at such other time, date and location same time as the parties agree in writing. The date on which Closing. (b) On the Closing occurs is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, the parties hereto Parties shall cause the First Merger to be consummated by filing (i) a certificate of merger with in substantially the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing form attached hereto as Exhibit A to be executed and filed with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First “Delaware Certificate of Merger) being and (ii) a certificate of merger in substantially the form attached hereto as Exhibit B to be executed and filed with the Department of State of the State of New York (the “New York Certificate of Merger”, and together with the Delaware Certificate of Merger, the “Certificates of Merger”), in each case in accordance with the provisions of the NYBCL and the DGCL. The Merger shall become effective upon such time as both of the Delaware Certificate of Merger and the New York Certificate of Merger have been filed with the Secretary of the State of Delaware and the Department of State of the State of New York, respectively, or such other time as provided in the Delaware Certificate of Merger and the New York Certificate of Merger (the “Effective Time Time”). The certificate of merger to effectuate the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto AADE Merger shall cause the Second Merger to be consummated by filing a Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance substantially concurrently with the relevant provisions filing of the DGCL Certificates of Merger and shall state that the DLCA (the “Second Certificate AADE Merger shall become effective upon such time as such certificate of Merger”) (the time of such filing merger has been filed with the Secretary of State of the State of Delaware (or such later other time as may be agreed provided in writing by Company and Parent and specified such certificate of merger (but in any case prior to the Second Certificate of Mergerclosing under the Underwriting Agreement). (c) being Notwithstanding anything to the “Effective Time contrary contained herein, if the Closing Date does not occur within 60 days of the Second Merger”) as soon as practicable date of this Agreement, this Agreement shall terminate on or after the Effective Time such date and shall be of the First Mergerno further force and effect; provided, that, nothing in this Agreement shall relieve any Party of any liability for any willful material breach of this Agreement prior to such termination.

Appears in 1 contract

Samples: Merger Agreement (PCI Media, Inc.)

Closing; Effective Time. The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the Transaction conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPMintz, Levin, Cohn, Ferris, Glovksy and Popeo, P.C. located at 00000 Xxxx Xxxxx 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the partiesXX 00000, which shall be as promptly as practicable (but in no event earlier than June 6, 2014 or later than the second business day after Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI (Section 6, Section 7 and Section 8, other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and location place as Parent and the parties Company may mutually agree in writing, provided that if all the conditions set forth in Section 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, the parties Parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such executing and filing with the Secretary of State of the State of Delaware (or such later time as may be agreed a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in writing by Company and a form reasonably acceptable to Parent and specified in the First Certificate of Merger) being Company. The Merger shall become effective at the “Effective Time time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions filing of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be agreed specified in writing by Company and such Certificate of Merger with the consent of Parent and specified in the Second Certificate Company (the time as of Merger) which the Merger becomes effective being referred to as the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Telik Inc)

Closing; Effective Time. The Parties shall cause the Merger to be consummated at a closing of the Transaction (the “Closing”) shall to take place by means of a virtual closing through electronic exchange of signatures at the offices of Xxxxxxxx & Xxxxxxxx LLP9:00 a.m., located at 00000 Xxxx Xxxxx XxxxxEastern time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified mutually designated by the partiesCompany and Parent, which shall be no later than the second business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI Sections 6 (Conditions Precedent to the Obligations of Each Party), 7 (Conditions Precedent to Obligations of Parent and Merger Sub) and 8 (Conditions Precedent to Obligations of Company) (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and location as the parties agree in writing. The date on which the Closing actually occurs in accordance with this Agreement is referred to herein as the “Closing Date.” Subject to the provisions of this Agreement, on the parties hereto Closing Date, Merger Sub I and the Company shall cause the First Merger to be consummated by filing a certificate of merger file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL, and the Parties shall make all other filings or recordings required under the DGCL (in connection with the “First Certificate of Merger”) (. The Merger shall become effective upon the date and time of the filing of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is permissible under the DGCL and as may be mutually agreed in writing by the Company and Parent and specified in the Certificate of Merger for the Merger (the “Effective Time”). Immediately following the Effective Time, the Initial Surviving Corporation and Merger Sub II shall file with the Secretary of State of the State of Delaware a certificate of merger relating to the Subsequent Merger (the “Certificate of Merger for Subsequent Merger”) executed in accordance with the relevant provisions of the DGCL and the DLCA (DLLCA, and the “Second Parties shall make all other filings or recordings required under the DGCL and the DLLCA in connection with the Subsequent Merger. The Subsequent Merger shall become effective at the time when the Certificate of Merger”) (the time of such filing Merger for Subsequent Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as is permissible under the DGCL and the DLLCA and as may be agreed by the Parties in writing by Company and Parent and specified in the Second Certificate of Merger) being Merger for the Subsequent Merger (the “Subsequent Merger Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Rafael Holdings, Inc.)

Closing; Effective Time. The closing (a) Unless this Agreement shall have been terminated pursuant to Section 8, and unless otherwise mutually agreed in writing among the Company, Parent and Purchaser, the consummation of the Transaction Merger (the “Closing”) shall take place at as soon as practicable following the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of Offer Acceptance Time unless the conditions set forth in Article VI (other than those conditions that by their terms are to Section 7.1 shall not be satisfied or, to the extent permissible by applicable Law, waived as of such date, in which case on the first business day on which all conditions set forth in Section 7.1 are satisfied or, to the extent permissible by applicable Law, waived, unless another date or waived at place is agreed to in writing by the Closing)Company, or at such other time, date Parent and location as the parties agree in writingPurchaser. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date.” The Closing shall take place remotely by the exchange of required deliveries of each of the Parties, and the Parties shall not be required to be in attendance at the same physical location on the Closing Date. (b) Subject to the provisions of this Agreement, as soon as practicable on the parties hereto Closing Date, the Company and Purchaser shall (i) cause articles of merger (the First Merger “Articles of Merger”) to be consummated duly executed, filed with and accepted for record by filing a certificate of merger with the Secretary of State of the State Department of Delaware Assessments and Taxation of Maryland (the “SDAT”), in such form as required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL MGCL and the MLLCA, and (ii) take all such further action, including the “First Certificate making of Merger”) (any other filings, recordings or publications required to be made by the Company or Purchaser under the MGCL, the MLLCA and any other applicable Law to make the Merger effective. The Merger shall become effective upon the date and time as such Articles of such filing with Merger are accepted for record by the Secretary of State of the State of Delaware (SDAT or on such later date and time as may be is agreed upon in writing by Company and Parent the Parties and specified in the First Certificate Articles of MergerMxxxxx (not to exceed thirty (30) being days after the Articles of Mxxxxx are accepted for record by the SDAT) (such date and time, the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (AlerisLife Inc.)

Closing; Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall will take place at the offices of Xxxxxxxx Ropes & Xxxxxxxx Xxxx LLP, located at 00000 Xxxx Xxxxx XxxxxPrudential Tower, Xxxxx 000000 Xxxxxxxx Xxxxxx, Xxx XxxxxXxxxxx, at a time and date Xxxxxxxxxxxxx, on or prior to be specified by the parties, which shall be no later than the second business day after the fifth Business Day following satisfaction or waiver of the conditions to the Closing set forth in Article VI 2 below (other than those conditions that by their terms which are to be satisfied on the Closing Date, which shall be satisfied on the Closing Date) or waived at the Closing), or at on such other timedate as is mutually agreed to by Parent and the Company; provided, however, that if the day following such fifth Business Day is a Friday or any other day which is not followed immediately by a Business Day then (if so requested by the Company or the Representative) the Closing shall occur on the next Monday or other Business Day that is followed immediately by a Business Day such that the release of payment of Transaction Expenses and the Xxxx Firm Payout Amount from the Transaction Expenses and Merger Consideration Escrow Account will occur at 9:00 a.m. on the morning following the Closing Date. Subject to Section 7.01, the failure to consummate the Closing on the date determined by this Section 1.02 shall not result in the termination of this Agreement and location as the parties agree in writingshall not relieve any party to this Agreement of any obligation hereunder. The date on which of the Closing occurs is herein referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, Merger Sub and the parties hereto Company shall cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL (DGCL. The Merger shall become effective as of the “First Certificate of Merger”) (the date and time of such filing with the Secretary of State of the State of Delaware (or such later other time after such filing as may be agreed in writing by Merger Sub and the Company and Parent and specified shall agree in the First Certificate of Merger) being Merger (the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Acacia Research Corp)

Closing; Effective Time. The closing of Unless this Agreement shall have terminated and the Transaction (transactions contemplated in the “Closing”) Agreement shall take place at have been abandoned pursuant to Article IX hereof, and if the offices of Xxxxxxxx & Xxxxxxxx LLPAgreement has not been terminated pursuant to Article IX hereof, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, at a time and date subject to be specified by the parties, which shall be no later than the second business day after the satisfaction fulfillment or waiver of all of the conditions set forth contained in Article VI VIII hereof, on the later of (i) April 3, 2006 or (ii) a date within five (5) Business Days following the satisfaction of all of the conditions contained in Article VIII hereof (other than those conditions that which by their terms are to be satisfied or waived at the ClosingClosing (as defined below)), a closing (the “Closing”) will be held at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at 600 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 (or at such other time, date and location place as the parties agree in writingmay agree). The date on which the Closing occurs is actually held is referred to herein as the “Closing Date.” Subject to On the provisions of this AgreementClosing Date, Parent, Parent Americas, Merger Sub and the parties hereto Company shall cause the First Merger to be consummated by filing a certificate articles of merger with the Secretary Wisconsin Department of State Financial Institutions (the “Wisconsin Department”) (the “Articles of Merger”), and the State Articles of Delaware Merger shall have been executed in accordance with the relevant provisions of the DGCL (WBCL. The Merger shall become effective at such time as the “First Certificate Articles of Merger”) Merger are duly filed with the Wisconsin Department, or at such other time as Merger Sub and the Company shall agree should be specified in the Articles of Merger (the time of such filing with the Secretary of State of the State of Delaware (or such later time Merger becomes effective being hereinafter referred to as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Business Objects S.A.)

Closing; Effective Time. The Subject to the provisions of this Agreement, the closing of the Transaction Merger (the “Closing”) shall will take place at 10:00 a.m., New York time, as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or (to the extent permitted by law) waiver of the conditions set forth in Article VIII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), at the offices of Xxxxxxxx Cravath, Swaine & Xxxxxxxx Xxxxx LLP, located at 00000 Xxxx Xxxxx XxxxxWorldwide Plaza, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxx Xxxx 00000 (or the Closing may take place at a time such other place or at such other date as Parent and date to be specified by the partiesCompany may mutually agree in writing); provided, which shall be no later than the second business day after however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VI VIII, the parties will not be required to effect the Closing until the earlier to occur of (other than those conditions a) a date specified by Parent on at least five (5) Business Days’ notice to the Company, and (b) the sixtieth (60th) day after delivery of the Required Financial Statements that by their terms are to be satisfied or waived at satisfy the Closing)condition specified in Section 8.2(a) if a business day, or at such other timeif not a business day, date and location as then on the parties agree in writingnext succeeding business day. The date on which the Closing actually occurs is hereinafter referred to herein as the “Closing Date.” Subject ”. Prior to the provisions of this AgreementClosing, Parent shall prepare and on the parties hereto Closing Date the Surviving Corporation shall cause the First Merger to be consummated by filing a an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the “First Certificate of Merger”) (the date and time of such the filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (Delaware, or such later time as may be agreed in writing by Company and Parent and is specified in the Second Certificate of Merger) Merger and as is agreed to by the parties, being the “Effective Time of the Second MergerTime”) as soon as practicable on and the parties shall make all other filings or after recordings required under the Effective Time of DGCL in connection with the First Merger.

Appears in 1 contract

Samples: Merger Agreement (Global Aero Logistics Inc.)

Closing; Effective Time. The closing of the Transaction transactions contemplated by this Agreement (the “Closing”) shall take place place, unless this Agreement is earlier terminated pursuant to Article X, at the offices of Xxxxxxxx Mxxxxxxx & Xxxxxxxx Fxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx10000 XxxXxxxxx Xxxx., Xxxxx 000Xxxxxx, Xxx XxxxxXxxxxxxxxx 00000, at a time and date to be specified by the parties, which shall be no later than 10:00 a.m. (local time) on the second business day after the satisfaction or (to the extent permitted by applicable Law and this Agreement) waiver of each of the conditions set forth in Article VI (VIII, other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date time and location place as the parties agree Parties may agree. Subject to the provisions of Article X, failure to consummate the Closing at the time and place determined pursuant to this Section 2.2 shall not result in writingthe termination of this Agreement and shall not relieve any Party hereto of any obligation under this Agreement. The date on which the Closing occurs is referred to herein as the “Closing Date.” Subject to . In connection with the provisions of this AgreementClosing, the parties hereto Parties shall cause the First Merger to be consummated by duly filing a properly executed certificate of merger in substantially the form attached hereto as Exhibit 2.2 (the “Certificate of Merger”), together with any required officers’ certificates, with the Secretary of State of the State of Delaware Delaware, in accordance with the relevant provisions of the DGCL DGCL. When used in this Agreement, the term “Effective Time” shall mean the later of: (i) the “First date and time at which the Certificate of Merger”) (the time of such Merger have been accepted for filing with by the Secretary of State of the State of Delaware or (or ii) such later time as may be agreed in writing by Company and Parent and specified is provided in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after . All actions to be taken at the Closing Date. Subject shall be deemed to the provisions of this Agreementoccur simultaneously, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may Closing shall be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after deemed to have been completed at the Effective Time of the First MergerTime.

Appears in 1 contract

Samples: Merger Agreement (Pc Mall Inc)

Closing; Effective Time. The closing of the Transaction Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxEastern time, Xxxxx 000as soon as practicable (and, Xxx Xxxxxin any event, at a time and date to be specified by the parties, which shall be no later than the second business day after within three Business Days) following the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI 6 (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), at the offices of Xxxxxxx Procter LLP, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another date, time or at such other time, date place is agreed to in writing by Parent and location as the parties agree in writingCompany. The date on which the Closing occurs is referred to herein in this Agreement as the “Closing Date.” Subject ”. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the parties hereto Closing Date, Acquisition Sub and the Company shall cause (i) duly execute and file (A) articles of merger (the First Merger to be consummated by filing “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) in accordance with the Laws of the State of Maryland and (B) a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions Laws of the DGCL State of Delaware (the “First Certificate of Merger,” and together with the Articles of Merger, the “Merger Certificates”) and (ii) make any other filings, recordings or publications required to be made by the Company or Acquisition Sub under the MGCL and the DLLCA. The Merger shall become effective on the date and time of such filing with at which the Merger Certificates have been filed with, and accepted for record by, the SDAT and the Secretary of State of the State of Delaware (or at such later other date and time as may be is agreed in writing by Company and Parent between the Parties and specified in the First Certificate Merger Certificates, which shall not be more than five Business Days after the date of Merger) filing (such date and time being hereinafter referred to as the “Effective Time of the First MergerTime) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Monogram Residential Trust, Inc.)

Closing; Effective Time. (a) The closing of the Transaction First Step Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx LLP10:00 a.m., located at 00000 Xxxx Xxxxx XxxxxPacific Time, Xxxxx 000, Xxx Xxxxx, at on a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that Section 6 and Section 7, unless another time or date is agreed to by their terms are to the parties hereto. The Closing will be satisfied or waived held at the Closing)offices of Xxxxxx LLP, or at such other time0000 Xxxxxxx Xxxxxx, date and location as the parties agree in writingXxxx Xxxx, Xxxxxxxxxx 00000. The date on upon which the Closing actually occurs is shall be referred to herein as the “Closing Date.” Subject to On the provisions of this AgreementClosing Date, the parties hereto shall cause the First Step Merger to be consummated by filing a certificate Certificate of merger with Merger conforming to the Secretary of State of the State of Delaware in accordance with the relevant provisions requirements of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”), in accordance with the applicable provisions of DGCL (the time of the acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time of the First MergerTime) as ). As soon as practicable on or after the Closing Date. Subject to the provisions of this AgreementEffective Time, the parties hereto Parent shall cause the Second Step Merger to be consummated by filing a Certificate of Merger with conforming to the Secretary of State of the State of Delaware in accordance with the relevant provisions requirements of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing LLC Act to be filed with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Step Certificate of Merger) being in accordance with the applicable provisions of the DGCL and the LLC Act. (b) At the Effective Time Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCL and the CGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Merger Sub I shall vest in the Interim Surviving Corporation, and all restrictions, disabilities and duties of the Company and Merger Sub I shall become the restrictions, disabilities and duties of the Interim Surviving Corporation. At the effective time of the Second Step Merger”) as soon as practicable on or after , the Effective Time effect of the First Merger.Second Step Merger shall be as

Appears in 1 contract

Samples: Merger Agreement (Yelp Inc)

Closing; Effective Time. The Unless the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8.1, the closing of the Transaction Merger (the “Closing”) shall take place at 10:00 a.m., Central time, at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000Sidley Austin LLP (“Sidley”), Xxx XxxxxXxxxx Xxxxxxxx, at Xxxxxxx, Xxxxxxxx 00000, on a date and time and date to be specified designated jointly by the partiesRemainco and RMT Partner, which shall be (a) no later than the second business day after later of the third Business Day following (i) the satisfaction or waiver of the conditions set forth in Article Articles VI and VII (other than those conditions that the conditions, which by their terms nature are to be satisfied or waived at the Closing), but subject to the satisfaction or waiver of each of such conditions) (provided, however, that the Closing shall not occur prior to the third Business Day following the occurrence of the Ruling Event) or (b) at such other timedate, date time or place as RMT Partner and location as the parties agree in writingRemainco may mutually agree. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” ”. Subject to the provisions of this Agreement, a certificate of merger satisfying the parties hereto applicable requirements of the DGCL shall cause be duly executed by Spinco and concurrently with or as soon as practicable following the First Closing shall be filed with the Secretary of State of the State of Delaware. The Merger to be consummated by shall become effective at the time of the filing a of such certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be agreed in writing designated jointly by Company Remainco and Parent RMT Partner and specified in such certificate of merger (the First Certificate time as of Merger) which the Merger becomes effective being referred to as the “Effective Time Time”). “Ruling Event” shall mean the earlier of (a) the date on which (i) Remainco has received the Ruling from the IRS, (ii) the IRS informs Remainco and RMT Partner in writing that the IRS has declined to issue a private letter ruling that satisfies each of the First Merger”requirements described in clauses (a) as soon as practicable on through (c) contemplated in the definition of Ruling or after the Closing Date. Subject to the provisions of this Agreement(iii) Remainco, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary written consent of State of RMT Partner, withdraws the State of Delaware in accordance with Ruling Request and (b) the relevant provisions of date nine months from the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First Mergerdate hereof.

Appears in 1 contract

Samples: Merger Agreement (Regal Beloit Corp)

Closing; Effective Time. The (a) Subject to the terms and conditions hereof, the closing of the Transaction Contemplated Transactions, including the Merger (the “Closing”) ), shall take place at 10:00 a.m. (local time) at the offices of Xxxxxxxx Ropes & Xxxxxxxx Xxxx LLP, located at 00000 Xxxx Xxxxx Xxxxx1211 Avenue of the Americas, Xxxxx 000New York, Xxx XxxxxNew York, at a time and date to be specified by the partiesas promptly as practicable following, which shall be but in no event later than than, the second business day after Business Day following the satisfaction or waiver of each of the conditions set forth in Article VI Articles 5 and 6 hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waived waiver of such conditions at the Closing), by electronic exchange of documents or in such other manner or at such other time, date time and location place as Parent and the parties Company may agree in writing. The date (the day on which the Closing occurs is referred to herein as takes place, the “Closing Date.” ”); provided, that notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Articles 5 and 6 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), then the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) any Business Day as may be specified by Parent on no less than three (3) Business Days’ prior notice to the Company and (b) three Business Days following the final day of the Marketing Period. Subject to the provisions of Article 8, the failure of any party to consummate the Closing on the date and time determined pursuant to this Section 2.2 shall not result in the termination of this Agreement and shall not relieve such party of any obligation under this Agreement. (b) At the Closing, Merger Sub and the parties hereto shall Company will cause the First Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State DGCL. The Merger will become effective as of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being the “Effective Time of the First Merger”) as soon as practicable on or after the Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the Second Certificate of Merger) being the “Effective Time of the Second Merger”) as soon as practicable on or after the Effective Time of the First MergerTime.

Appears in 1 contract

Samples: Merger Agreement (Providence Service Corp)

Closing; Effective Time. The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the Transaction conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, located at 00000 000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxx XxxxxXxxx, Xxxxx 000Xxxxxxxxxx, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be as promptly as practicable (but in no event later than the second business day after Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VI (Sections 6, 7 and 8, other than those conditions that by their terms nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and location place as Tranzyme and the parties Company may mutually agree in writing, provided that if all the conditions set forth in Sections 6, 7 and 8 shall not have been satisfied or waived on such second Business Day, then the Closing shall take place on the first subsequent Business Day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs actually takes place is referred to herein as the “Closing Date.” Subject to At the provisions of this AgreementClosing, the parties Parties hereto shall cause the First Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) (the time of such executing and filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First a Certificate of Merger with respect to the Merger) being , satisfying the “Effective Time applicable requirements of the First Merger”) as soon as practicable on or after DGCL and in a form reasonably acceptable to Tranzyme and the Closing DateCompany. Subject to The Merger shall become effective at the provisions time of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a of such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or at such later time as may be agreed in writing by Company and Parent and specified in the Second such Certificate of Merger) Merger with the consent of Tranzyme and the Company (the time as of which the Merger becomes effective being referred to as the “Effective Time of the Second MergerTime) as soon as practicable on or after the Effective Time of the First Merger).

Appears in 1 contract

Samples: Merger Agreement (Tranzyme Inc)

Closing; Effective Time. (a) The closing of the Transaction First Step Merger (the “Closing”) shall will take place concurrently with the execution and delivery of this Agreement at the offices of Xxxxxxxx & Xxxxxxxx Cxxxxx LLP, located at 00000 3000 Xxxxxxx Xxxxxx, Xxxx Xxxxx XxxxxXxxx, Xxxxx 000, Xxx Xxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties agree in writingXxxxxxxxxx 00000. The date on upon which the Closing actually occurs is shall be referred to herein as the “Closing Date.” Subject to On the provisions of this AgreementClosing Date, the parties hereto shall cause the First Step Merger to be consummated by filing a certificate Certificate of merger with Merger conforming to the Secretary of State of the State of Delaware in accordance with the relevant provisions requirements of the DGCL (the “First Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Company and Parent and specified in the First Certificate of Merger) being ”), in accordance with the applicable provisions of DGCL (the time of the acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time”). Following the Effective Time of the First Merger”) as soon as practicable on or a date to be selected by Parent no later than two weeks after the Closing Date. Subject to the provisions of this AgreementClosing, the parties hereto Parent shall cause the Second Step Merger to be consummated by filing a Certificate of Merger with conforming to the Secretary of State of the State of Delaware in accordance with the relevant provisions requirements of the DGCL and the DLCA (the “Second Certificate of Merger”) (the time of such filing LLC Act to be filed with the Secretary of State of the State of Delaware (or such later time the “Second Step Certificate of Merger”) in accordance with the applicable provisions of the DGCL and the LLC Act. (b) At the Effective Time, the effect of the First Step Merger shall be as may be provided in the applicable provisions of the DGCL and the CGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed in writing by to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Parent Merger Sub I shall vest in the Interim Surviving Corporation, and specified all restrictions, disabilities and duties of the Company and Merger Sub I shall become the restrictions, disabilities and duties of the Interim Surviving Corporation. At the effective time of the Second Step Merger, the effect of the Second Step Merger shall be as provided in the applicable provisions of DGCL, the CGCL and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the effective time of the Second Step Merger, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Interim Surviving Corporation shall vest in Merger Sub II as the surviving entity in the Second Certificate Step Merger, and all restrictions, disabilities and duties of the Interim Surviving Corporation shall become the restrictions, disabilities and duties of Merger Sub II as the surviving entity in the Second Step Merger. (c) being At the Closing: (i) the Company shall deliver to Parent: (A) a certificate duly executed by the Chief Executive Officer of the Company certifying (and other evidence in form and substance satisfactory to Parent) that the adoption of this Agreement shall have been duly approved by all of the outstanding shares of Company Capital Stock; (B) the Escrow Agreement, duly executed by the Stockholders’ Agent and the Escrow Agent; (C) the Non-Competition Agreements and Offer Letters, duly executed by each of the Major Stockholders; (D) Release Agreements substantially in the form of Exhibit D, duly executed by each Major Stockholder of the Company; (E) a certificate (the “Effective Time Merger Consideration Certificate”), duly executed on behalf of the Second Merger”Company by the Chief Executive Officer, containing the following information (along with calculations of any such amounts) and the representation and warranty of the Company that all of such information is true and accurate as soon as practicable on of the Closing: (1) the aggregate Company Debt and the aggregate amount of Acquired Company Transaction Expenses paid or payable (including any Acquired Company Transaction Expenses that will become payable after the Effective Time with respect to services performed or actions taken prior to the Effective Time); (2) the Fully Diluted Company Share Number; (3) the name and address of record of each Person who is a stockholder of the First Company immediately prior to the Effective Time; (4) the number of shares of Company Capital Stock of each class and series held by each such stockholder immediately prior to the Effective Time; (5) the consideration that each such stockholder is entitled to receive pursuant to Section 1.4 (broken down by cash and number of shares of Parent Class A Common Stock); (6) the (a) amount of cash and (b) number of shares of Parent Class A Common Stock to be contributed to the Escrow Fund with respect to the shares of Company Capital Stock held by each such stockholder, and the Equity Pro Rata Portion applicable to each such stockholder; and (7) the total amount of Taxes to be withheld from the Merger Consideration that each holder of shares of Company Capital Stock immediately prior to the Effective Time is entitled to receive pursuant to Section 1.4. (F) written resignations of all officers and directors of the Acquired Companies, effective as of the Effective Time; (G) the Certificate of Merger, duly executed by the Company; (H) a properly executed statement, dated as of the Closing Date, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in a form reasonably acceptable to Parent, certifying that an interest in the Company is not a U.S. real property interest within the meaning of Code Section 897(c), together with the required notice to the IRS and written authorization for Parent to deliver such statement and notice to the IRS on behalf of the Company upon the Closing; (I) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Acquired Companies, or who is otherwise entitled to any compensation from the Acquired Companies, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise (excluding separate representation of the Stockholders’ Agent), acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that upon payment in full of such amount, it will not be owed any other amount by any of the Acquired Companies with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (J) evidence to Parent as to the adoption by the board of directors of the Company of resolutions to terminate the following, or a representation in the certificate referenced in Section 1.2(c)(i)(A) that none of the following exist: (x) any Acquired Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code; and (y) any group severance, separation or salary continuation Acquired Company Employee Plans, programs or arrangements, in each case effective no later than the date immediately preceding the date of this Agreement; (K) an investment representation statement in the form of Exhibit I (the “Investment Representation Letter”), signed by each holder of Company Capital Stock outstanding immediately prior to the Effective Time together with a duly filled questionnaire (the “Investor Questionnaire”), indicating that such holder is an “accredited investor” for purposes of the Securities Act of 1933, as amended (the “Securities Act”); (L) a certificate, validly executed by the Chief Executive Officer of the Company, certifying the amount of Closing Date Net Working Capital and, based thereupon, the Working Capital Adjustment, calculated in accordance with the calculations and methodology used on Exhibit H (the “Working Capital Certificate”); (M) either: (x) evidence reasonably satisfactory to Parent that any agreements, contracts or arrangements that may result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) or that would be subject to an excise tax under Section 4999 of the Code have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G, and that such approval has been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G; (y) in the absence of such stockholder approval, a waiver in form and substance reasonably satisfactory to Parent, duly executed by each Person who might receive any such amount and/or benefit; or (z) confirmation in Part 2.14(c) of the Disclosure Schedule that there are no exceptions to Section 2.14(c); (N) a legal opinion executed by Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx LLP in the form of Exhibit E; and (ii) Parent shall deliver to the Stockholders’ Agent: (A) the Escrow Agreement, duly executed by Parent and the Escrow Agent; (B) the Offer Letters duly executed by Parent to each of the Major Stockholders; and (C) evidence in form and substance satisfactory to Stockholders’ Agent that the adoption of this Agreement and the consummation of the transactions contemplated hereby shall have been duly approved by (1) the board of directors of Parent, (2) the board of directors and sole stockholder of Merger Sub I, and (3) the managers and sole member of Merger Sub II.

Appears in 1 contract

Samples: Merger Agreement (Yelp Inc)

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