Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the conditions set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Retalix LTD), Agreement and Plan of Merger (Retalix LTD)
Closing; Effective Time. The consummation Subject to the provisions of Article 9, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place in Menlo Park, California at the offices of Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas0000 Xx Xxxxxx Xxxx, New YorkXxxxx Xxxx, New York on a date to be designated by Parent and the Company (the “Closing Date”)Xxxxxxxxxx 00000, which shall be as soon as possible, but in any event no later than the third two Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of date the conditions set forth in Sections 7.1 and 7.2 Article 9 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or waiver thereof by the party who is entitled to waive at such conditions and to the extent permitted by Lawother place, at the Closing (such other time or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub on such other date as Parent and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)may agree. The Merger shall become effective date upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective Closing occurs is herein referred to as the “Closing Date.” At the Closing, the Company and Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificate of merger).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc)
Closing; Effective Time. The consummation Provided that the conditions set forth in Article 5 have been satisfied (or waived by the appropriate party), the closing of the transactions contemplated by this Agreement Partnership Merger (the “"Closing”") shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue place of the Americasclosing of the Merger set forth in Section 1.2(a) of the Merger Agreement, New Yorkon the Closing Date immediately prior to the closing of the Merger, New York or at such other place, at such other time or on such other date as the parties hereto may mutually agree. At the Closing, the parties hereto shall cause a date certificate of merger (the "Certificate of Merger") to be designated by Parent executed and filed with the Company Secretary of State of the State of Delaware in accordance with the DRULPA. The Partnership Merger shall become effective as of the date and time of such filing, or such other time within 24 hours after such filing as the parties hereto shall agree to be set forth in the Certificate of Merger (the “Closing Date”"Effective Time"), which which, in either case, shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and immediately prior to the extent permitted by Laweffective time of the Merger. If the closing date of the Merger has been extended as contemplated under Section 1.2(b) of the Merger Agreement, then for purposes of the conditions set forth in Sections 7.1 Section 5.3 hereof, all references in the lettered subsections thereof to the term "Closing Date" shall be deemed to mean the Satisfaction Date, and 7.2 (the certificates and other than those documents to be delivered by the parties pursuant to Section 5.3 hereof shall be delivered on and as of the Satisfaction Date. The parties hereto agree that none of the conditions that by their nature are set forth in Section 5.3 shall be required to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or any time after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Satisfaction Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Berkshire Companies Limited Partnership), Agreement and Plan of Merger (Goldman Sachs Group Lp), Agreement and Plan of Merger (Blackstone Real Estate Acquisitions Iii LLC)
Closing; Effective Time. The consummation Upon the terms and subject to the conditions set forth herein, unless this Agreement has been previously terminated pursuant to its terms, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at on the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date and time to be designated jointly by Parent Purchaser and the Company (the “Closing Date”)Company, which shall be (a) no later than the third three (3) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, date on which each of the conditions set forth in Sections 7.1 and 7.2 Article IX has been satisfied or, if permitted, waived by the Party entitled to the benefits of such condition (other than those any conditions that by their nature are to can only be satisfied at on the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing)Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to the benefits of such conditions), or waiver thereof by the party who is entitled to waive (b) at such conditions and to the extent permitted by Lawother date, at the Closing (time or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Purchaser and the Company may agree (such date on which the Closing occurs, the “Closing Date”). The Closing shall eachoccur remotely by exchange of documents and signatures via email or other manner as may be mutually agreed upon by Purchaser and the Stockholder Representative. Concurrently with the Closing, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Company and Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue Sub shall file a certificate evidencing of merger satisfying the completion applicable requirements of the Merger in accordance DGCL with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware in the form attached as Exhibit E hereto (the “Merger CertificateCertificate of Merger”)) and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective upon at the issuance by Effective Time. As used herein, the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the term “Effective Time”” means the time of the filing of the Certificate of Merger (or such later time as Purchaser and the Company may agree and specify in the Certificate of Merger).
Appears in 2 contracts
Samples: Asset Transfer Agreement (Zurn Water Solutions Corp), Asset Transfer Agreement (Zurn Water Solutions Corp)
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxx, 1290 Avenue of the AmericasProfessional Corporation, New Yorklocated at 000 Xxxx Xxxx Xxxx, New York on Xxxx Xxxx, Xxxxxxxxxx, at a time and date to be designated specified by Parent and the Company (the “Closing Date”)parties, which shall be no later than the third Business Day second business day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature terms are to be satisfied or waived at the Closing (including the receipt by 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 Merger to be consummated by filing the Certificate of Merger at or after in the Closing), but subject to form attached hereto as Exhibit A with the satisfaction Secretary of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion State of the Merger State of Delaware in accordance with Section 323(5) the relevant provisions of the Israeli Companies Delaware Law (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which of such filing with the Merger becomes effective is herein referred to 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 Certificate of Merger) being the “Effective Time”)) as soon as practicable on or after the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on 9:00 p.m. (Hong Kong time) at a date venue to be designated agreed upon by Parent and the Company (the “Closing Date”), which shall be no later than on the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 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 nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose 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 thereof (where permissible) 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 written waiver (where permissible) of those conditions at the Closing), unless another date, time or place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At On the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law date (the date and time at which the Merger becomes effective is herein referred to as being the “Effective Time”)) specified in the Plan of Merger in accordance with the CICL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chen Chris Shuning), Agreement and Plan of Merger (Pactera Technology International Ltd.)
Closing; Effective Time. The 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 Articles VI, VII and VIII, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPremotely, 1290 Avenue of the Americas, New York, New York on a date to be designated agreed by Parent Axxxxx and the Company DMK (the “Closing Date”), which shall be no later than the third fifth Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Articles VI, VII and 7.2 VIII (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof at such other time, date and place as Axxxxx and DMK may mutually agree in writing. At the Closing, subject to the terms and conditions of this Agreement, the Parties hereto shall (a) cause the 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, executed and acknowledged in accordance with and containing such information as is required by the party who is entitled Delaware General Corporation Law (the “DGCL”) and the NJBCA to waive such conditions effect the Merger (the “Certificate of Merger”) and to the extent permitted by Law, at the Closing (b) on or after the Closing with respect to Date duly make all other filings and recordings required by the Merger Certificate). At the Closing Date, Merger Sub NJBCA and the Company shall each, DGCL in coordination with each other, deliver order to effectuate the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Merger. The Merger shall become effective upon at such time as the issuance Certificate of Mxxxxx has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of New Jersey or at such later time as is agreed to by the Companies Registrar, at or after Parties hereto in writing and specified in the Closing, Certificate of the Merger Certificate in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law DGCL and the NJBCA (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).
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 Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article 6 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx DLA Piper LLP, 1290 Avenue of the Americas0000 Xxxxxxxxx Xxxxx, New YorkXxxxx 0000, New York Xxx Xxxxx, XX 00000, at 10:00 a.m. on a date to be designated specified by Parent and the Company (Parties which, subject to the “Closing Date”)terms of Section 1.10, which shall will be no later than the third three Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article 6 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Parent and Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing with respect to the Merger Certificate)Date”. At On the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to Parties will cause the Merger under the Israeli Companies Law have been met to be consummated by executing and requesting that the Companies Registrar issue filing a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Delaware Law (the “Merger CertificateCertificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, 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, Delaware Law. The Merger shall will become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.)
Closing; Effective Time. The 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 conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Sheppard, Mullin, Xxxxxxx & Xxxxxxxx Xxxxxxx, LLP, 1290 Avenue of the Americas00 Xxxxxxxxxxx Xxxxx, New YorkXxx Xxxx, New York on a date to be designated by Parent and the Company XX, 00000, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions Exhibit 2.1 other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Innovate and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Innovate shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Innovate Biopharmaceuticals, Inc.)
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at the offices of Xxxxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxx Xxxxxxxxx LLP, 1290 Avenue of the Americas43/F Gloucester Tower, New YorkThe Landmark, New York 15 Queen’s Road Central, Hong Kong on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), unless another date, time or waiver thereof place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At On the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance date when the Plan of Merger is registered by the Companies Registrar, at or after such other date and time agreed by Parent, Merger Sub and the Closing, Company and specified in the Plan of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law CICL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections 6, 7 and 8, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company remotely as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, waiver by the such party who is entitled to waive such condition and of the last to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 6, 7 and 7.2 (8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the Closing Date in accordance with this Section 1.3, each of the Company and Merger Sub shall each(and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”), a notice (eachof the proposed date of the Closing, a “Merger Notice”) informing in which notice the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting parties shall request that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anchiano Therapeutics Ltd.)
Closing; Effective Time. The consummation Subject to the terms and conditions of this Agreement, the transactions contemplated by this Agreement (the “Closing”) Closing shall take place at the offices of Xxxxxxxx Xxxxxxxxxx & Xxxxxxxx Xxxxx LLP, 1290 Avenue 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or by remote electronic exchange of documents (by facsimile, .pdf, e-mail, or other form of electronic communication), on the second Business Day following the date on which the conditions to the obligations of the Americas, New York, New York on a date Parties set forth in Article VIII are satisfied or waived (other than those conditions which by their terms are to be designated satisfied or waived at the Closing, but subject to such satisfaction or waiver), or at such other time and date as shall be mutually agreed upon by Parent and the Company Parties in writing. The Parties will use commercially reasonable efforts to have the Closing occur contemporaneously with the EFH Merger, unless either (i) this Agreement has been terminated in accordance with Article IX or (ii) the EFH Merger Agreement has been terminated in accordance with the terms thereof; provided, however, that if closing under the EFH Merger Agreement occurs prior to the Effective Time, Acquiror shall cause EFH not to exercise, prior to the time, if any, that this Agreement is terminated in accordance with Article IX, any rights that it has under Section 3.3 of the Investor Rights Agreement upon closing under the EFH Merger Agreement. The date on which the Closing occurs in accordance with this Section 2.3 is referred to in this Agreement as the “Closing Date”), which shall be no later than the third Business Day after .” Subject to the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of all of the conditions set forth in Sections 7.1 Article VIII of this Agreement, and 7.2 (other than those conditions that by their nature are provided this Agreement has not theretofore been terminated pursuant to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing)its terms, but subject to the satisfaction of such conditions, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing DateAcquiror, Merger Sub and the Company shall eachcause the Certificate of Merger to be executed, in coordination acknowledged and filed with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware as provided in accordance with Section 323(5) 251 of the Israeli Companies Law (DGCL on the “Merger Certificate”)Closing Date. The Merger shall become effective upon at the issuance by time when the Companies Registrar, at or after Certificate of Merger has been duly filed with the Closing, Secretary of State of the State of Delaware or at such later time as may be agreed by Acquiror and the Company in writing and specified in the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx Xxx & Xxxxxxxx LLPXxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 7 and 7.2 8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section 7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Closing; Effective Time. (a) The consummation of the Merger and other transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPas soon as practicable, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but no later than the third two (2) Business Day Days after the satisfaction or waiver, by waiver of the party who is entitled to waive such condition and to the extent permitted by Law, last of the conditions set forth in Sections 7.1 and 7.2 Article 6 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof and in no event earlier than ten (10) days following the delivery of the Company Shareholder Notices, 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 actually takes place is referred to as the "Closing Date." Subject to the provisions of this Agreement, an agreement of merger (the "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 party who is entitled to waive such conditions parties, executed on behalf of the Company and thereafter delivered to the extent permitted by LawCalifornia Secretary of State for filing, at as provided in the Closing (or after the Closing with respect to the Merger Certificate). At CGCL, on the Closing Date, . The Merger Sub and will become effective upon the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion later of the Merger in accordance with Section 323(5) acceptance for filing of the Israeli Companies Law Agreement of Merger by the California Secretary of State or at such later time as is provided in the Agreement of Merger (the “Merger Certificate”"Effective Time"). The Merger shall become effective upon the issuance by the Companies Registrarwill, at or from and after the ClosingEffective Time, have all the effects provided by Section 1107 of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)CGCL and other applicable law.
Appears in 1 contract
Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxxxx Procter LLP, 1290 Avenue 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 as soon as practicable following (but in any event on the same day as) the Acceptance Time, except if any of the Americasapplicable conditions set forth in Article 7 shall not be satisfied or, New Yorkto the extent permissible by applicable Law, New York waived as of such date, in which case, on a date to be designated by Parent and the Company first (the “Closing Date”), which shall be no later than the third 1st) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the date on which all applicable conditions set forth in Sections 7.1 and 7.2 Article 7 are satisfied or, to the extent permissible by applicable Law, waived (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions) (the date on which the Closing occurs, or waiver thereof by the party who is entitled to waive such conditions and “Closing Date”). The parties intend that the Closing shall be effected, to the extent permitted practicable, by Law, conference call and the electronic delivery of documents to be held in escrow by outside counsel to the recipient party pending authorization to release at the Closing (or after the Closing with respect Closing. Subject to the Merger Certificate). At provisions of this Agreement, Parent and the Company shall cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to be duly executed and delivered to the Secretary of State of the State of Delaware for filing in accordance with the relevant provisions of the DGCL, as soon as practicable on the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that make any and all conditions to the Merger other filings or recordings required under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)DGCL. The Merger shall become effective upon the issuance date and time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies Registrarparties and specified in the Certificate of Merger (such date and time, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.)
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxx Xxxxxx LLP, 1290 Avenue 00 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx by exchange of the Americaselectronic deliveries of documents and signatures at 10:00 a.m. local time, New York, New York on a date to be designated specified by Parent and the Company (and Parent, subject to the “Closing Date”)satisfaction or, which shall be to the extent permitted by applicable Law and this Agreement, the waiver of the conditions set forth in Article 6 by the Parties entitled thereto, but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 6 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Lawapplicable Law and this Agreement, at waiver of such conditions), unless another time, date or place is agreed to in writing by the Parties (the date on which the Closing (or after occurs, the “Closing with respect Date”). Subject to the Merger Certificate). At provisions of this Agreement, prior to the Closing Date, Merger Sub Parent and the Company shall eachprepare, in coordination and concurrently with each otherthe Closing, deliver the Company shall cause to be filed with the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware for filing, an appropriate certificate of merger satisfying the applicable requirements of the DGCL, duly executed by the Company in accordance with Section 323(5) the applicable requirements of the Israeli Companies Law DGCL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance date and at the time the Certificate of Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies Registrar, at or after Parties and specified in the Closing, Certificate of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the such date and time at which the Merger becomes effective is herein referred to as effective, the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hill International, Inc.)
Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Hxxxxx, Fxx & Xxxxxxxx LLPNxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement of Merger (Voltaire Ltd.)
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Xxxxx Xxxxxx LLP, 1290 Avenue 00 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx by exchange of electronic deliveries of documents and signatures at 10:00 a.m. local time, as soon as practicable following the Acceptance Time (or at such other time and location as agreed upon by the Parties), subject to the satisfaction or, to the extent permitted by applicable Law and this Agreement, the waiver of the Americasconditions set forth in Article 7 by the Parties entitled thereto, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by applicable Law, at waiver of such conditions), unless another time, date or place is agreed to in writing by the Parties (the date on which the Closing (or after occurs, the “Closing with respect Date”). Subject to the Merger Certificate). At provisions of this Agreement, prior to the Closing Date, Merger Sub Parent and the Company shall eachprepare, in coordination and concurrently with each otherthe Closing, deliver the Company shall cause to be filed with the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware for filing, an appropriate certificate of merger satisfying the applicable requirements of the DGCL, duly executed by the Company in accordance with Section 323(5) the applicable requirements of the Israeli Companies Law DGCL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance date and at the time the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies Registrar, at or after Parties and specified in the Closing, Certificate of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the such date and time at which the Merger becomes effective is herein referred to as effective, the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hill International, Inc.)
Closing; Effective Time. The 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 conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at remotely via the offices exchange of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of electronic signature pages on the Americas, New York, New York on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 Section 8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by at such other time, date and place as SSMP and the party who is entitled to waive 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 and to shall have been satisfied or waived but no later than either the extent permitted by LawEnd Date or the Extended End Date, at as applicable. The date on which the Closing (or after actually takes place is referred to as the “Closing Date.” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of California a certificate of merger with respect to the Merger Certificate). At the Closing DateMerger, Merger Sub and the Company shall each, in coordination with each other, deliver as mutually agreeable to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law Parties hereto (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the Merger Certificate in accordance with Section 323(5) filing of the Israeli Companies Law Certificate of Merger with the Secretary of State of the State of California, or at such later time as may be specified in such Certificate of Merger with the consent of SSMP and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Second Sight Medical Products Inc)
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at 10:00 p.m. (Hong Kong time) at the offices of Xxxxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxx Sutcliffe LLP, 1290 Avenue of the Americas43/F Gloucester Tower, New YorkThe Landmark, New York 15 Queen’s Road Central, Hong Kong on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, written waiver (where permissible) of the conditions set forth in Sections 7.1 and 7.2 ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or written waiver (where permissible) of such conditionsthose conditions at the Closing), unless another date, time or waiver thereof place is agreed to in writing by the party who is entitled to waive such conditions Company and to Parent (the extent permitted by Law, at day on which the Closing (or after takes place being the “Closing with respect to the Merger CertificateDate”). At As early as practicable on the Closing Date, Merger Sub and the Company shall eachexecute a plan of merger, substantially in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger form set out in accordance with Section 323(5) of the Israeli Companies Law Annex A (the “Merger CertificatePlan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands (the “Registrar”) as provided by Section 233 of the CICL. The Merger shall become effective upon on the issuance date when the Plan of Merger is registered by the Companies Registrar, at or such other date and time specified in the Plan of Merger being not later than the ninetieth (90th) day after the Closingdate of such registration, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law CICL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perfect World Co., Ltd.)
Closing; Effective Time. The 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 conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Sheppard, Mullin, Xxxxxxx & Xxxxxxxx Xxxxxxx, LLP, 1290 Avenue of the Americas00 Xxxxxxxxxxx Xxxxx, New YorkXxx Xxxx, New York on a date to be designated by Parent and the Company XX, 00000, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Innovate and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Innovate shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innovate Biopharmaceuticals, Inc.)
Closing; Effective Time. The consummation Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at electronically through the offices exchange of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of documents via e-mail or facsimile on the Americas, New York, New York on a date to be designated by Parent and the Company which is three (the “Closing Date”), which shall be no later than the third 3) Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, of the date on which all conditions set forth in Sections 7.1 and 7.2 Article IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditions, or waiver thereof by thereof) or such other time and place as Acquiror and the party who Company may mutually agree in writing. The date on which the Closing actually occurs is entitled referred to waive such conditions and in this Agreement as the “Closing Date.” Subject to the extent permitted by Lawsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, at the Closing (or after the Closing with respect and provided this Agreement has not theretofore been terminated pursuant to the Merger Certificate). At its terms, on the Closing Date, Acquiror, Merger Sub and the Company shall eachcause the Company and Merger Sub to execute and file with the Registrar of Companies of the Cayman Islands a plan of merger and related documentation, in coordination with each other, deliver to as required under the Companies Registrar a notice Act, substantially in the form attached hereto as Exhibit D (each, a “Merger Notice”with such changes as may be agreed by the Company and Acquiror) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificatePlan of Merger”). The Merger shall become be effective upon at such time and date as specified in the issuance by the Companies Registrar, at or after the Closing, Plan of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Property Solutions Acquisition Corp.)
Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx Dxxxx Xxxxxx LLP, 1290 Avenue 30 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx by exchange of the Americaselectronic deliveries of documents and signatures at 10:00 a.m. local time, New York, New York on a date to be designated specified by Parent and the Company (and Parent, subject to the “Closing Date”)satisfaction or, which shall be to the extent permitted by applicable Law and this Agreement, the waiver of the conditions set forth in Article 6 by the Parties entitled thereto, but in any event no later than the third second (2nd) Business Day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 Article 6 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction of such conditionsor, or waiver thereof by the party who is entitled to waive such conditions and to the extent permitted by Lawapplicable Law and this Agreement, at waiver of such conditions), unless another time, date or place is agreed to in writing by the Parties (the date on which the Closing (or after occurs, the “Closing with respect Date”). Subject to the Merger Certificate). At provisions of this Agreement, prior to the Closing Date, Merger Sub Parent and the Company shall eachprepare, in coordination and concurrently with each otherthe Closing, deliver the Company shall cause to be filed with the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion Secretary of State of the Merger State of Delaware for filing, an appropriate certificate of merger satisfying the applicable requirements of the DGCL, duly executed by the Company in accordance with Section 323(5) the applicable requirements of the Israeli Companies Law DGCL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance date and at the time the Certificate of Mxxxxx has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by the Companies Registrar, at or after Parties and specified in the Closing, Certificate of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the such date and time at which the Merger becomes effective is herein referred to as effective, the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hill International, Inc.)
Closing; Effective Time. The consummation closing of the 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, 1290 Avenue of 00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, or at such other location as the AmericasParties hereto agree, New Yorkat 10:00 a.m., New York local time, on a date to be designated by Parent and the Company (first business day following the “Closing Date”), day on which shall be no later than the third Business Day after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, last of the conditions set forth in Sections 7.1 and 7.2 Article VI shall have been fulfilled or waived (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction waiver of fulfillment of those conditions) or at such conditions, or waiver thereof by other time and place as Calando and Insert shall agree (the party who is entitled to waive such conditions “Closing Date”). On the Closing Date and subject to the extent permitted by Lawterms and conditions hereof, at the Closing (or after the Closing with respect to Parties hereto shall cause the Merger Certificate). At the Closing Date, Merger Sub and the Company shall eachto be consummated by filing a Certificate of Merger, in coordination with each othersubstantially the form attached hereto as Exhibit C (the “Certificate of Merger”), deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger executed in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law (DGCL, with the “Merger Certificate”)Secretary of State of the State of Delaware. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, such time as a properly executed copy of the Certificate of Merger Certificate in accordance is duly filed with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware (the such time at which the Merger becomes effective is herein being referred to as the “Effective Time”).. Effective as of the Effective Time and pursuant to the terms of the Certificate of Merger, Insert shall change its name and shall thereafter be referred to as “Calando Pharmaceuticals, Inc.”
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Arrowhead Research Corp)
Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Article 7 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLPMintz, 1290 Avenue of the AmericasLevin, New YorkCohn, New York on a date to be designated by Parent Ferris, Glovsky and the Company Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6.1, Section 6.2 and 7.2 (Section 6.3, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by at such other time, date and place as KBL and the party who is entitled to waive Company may mutually agree in writing, provided that if all the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 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 and to the extent permitted by Law, at shall have been satisfied or waived. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger (or after the Closing “Certificate of Merger”) with respect to the Merger Certificate). At the Closing DateMerger, Merger Sub in a form reasonably acceptable to KBL and the Company shall eachCompany, in coordination with each other, deliver to satisfying the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion applicable requirements of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)DGCL. The Merger shall become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware, or at such later time as may be specified in such Certificate of Merger with the consent of KBL and the Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).
Appears in 1 contract
Samples: Business Combination Agreement (KBL Merger Corp. Iv)
Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 8.1, and subject to the satisfaction or waiver of the conditions, and delivery of this Agreement and all other Transaction Documents, by electronic or other remote exchange of all executed documents and other closing deliverables required by Section 2.5(b) and Section 2.5(c), the consummation of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company remotely as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 and 7.2 (this Article II, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Sellers shall eachsell to Parent, in coordination with each otherand Parent shall purchase from the Sellers for the Consideration, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) Members Interests, free and clear of the Israeli Companies Law (the “Merger Certificate”)all Encumbrances. The Merger transfers and deliveries described in this Article II shall be mutually interdependent and shall be regarded as occurring simultaneously, and, notwithstanding any other provision of this Agreement, no such transfer or delivery shall become effective upon the issuance by the Companies Registrar, at or after the Closing, shall be deemed to occur until all of the Merger Certificate other transfers and deliveries provided for in accordance with Section 323(5) of this Article II shall have occurred or been waived on the Israeli Companies Law (Closing Date and all such transfers and deliveries are held in escrow until the time Parties mutually agree that all such transfers and deliveries can be released from escrow at which time the Merger Transaction becomes effective is herein referred to as (the “Effective Time”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Elys Game Technology, Corp.)
Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxxx Powell, Goldstein, Frazer & Xxxxxxxx Murphy LLP, 1290 Avenue of 191 Peachtree Street, N.E., 16th Floor, Atlanta, Xxxxxxa 30000, at 10:00 x.x. X.X.X., xx Xxxxx 0, 0000, xx xxxx xxxxx xxxx xx xx xxxeed to by the Americas, New York, New York on a date parties to be designated by Parent and the Company this Agreement (the “"Closing Date”"), which shall be no later than the third Business Day fifth business day after the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 6 and 7.2 7 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions, or waiver thereof ). Subject to the provisions of this Agreement: (a) a certificate of merger satisfying the applicable requirements of the GBCC and the GLLCA with respect to the Conversion and substantially in the form attached hereto as Exhibit B shall be duly executed by the party who is entitled to waive such conditions and Company and, immediately prior to the extent permitted by LawMerger, at filed with the Closing Secretary of State of the State of Georgia (or after the Closing "Secretary of State"); and (b) a certificate of merger satisfying the applicable requirements of the GBCC with respect to the Merger Certificate). At and substantially in the Closing Date, Merger Sub and form attached hereto as Exhibit C (the "Certificate of Merger") shall be duly executed by the Company and simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State. The Conversion shall each, in coordination with each other, deliver become effective immediately prior to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Merger. The Merger shall become effective (the "Effective Time") upon the issuance by latest of: (a) the Companies Registrar, at or after the Closing, date and time of the Merger Certificate in accordance with Section 323(5) filing of the Israeli Companies Law Certificate of Merger with the Secretary of State; or (b) such later date and time as may be specified in the time at which Certificate of Merger with the Merger becomes effective is herein referred to as consent of both Brainworks and the “Effective Time”)Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)
Closing; Effective Time. The Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.01 of this Agreement and, subject to the satisfaction or waiver of the conditions set forth in Article VI of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx Hxxxxx and Bxxxx, LLP, 1290 Avenue of the Americas30 Xxxxxxxxxxx Xxxxx, New York00xx Xxxxx, New York Xxx Xxxx, XX 00000, at 10:00 a.m. on a date to be designated specified by Parent and the Company (the “Closing Date”), Parties which shall will be no later than the third three Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Parent and Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing with respect to the Merger Certificate). At Date.” On the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to Parties will cause the Merger under the Israeli Companies Law have been met to be consummated by executing and requesting that the Companies Registrar issue filing a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Law DGCL (the “Merger CertificateCertificate of Merger”), in substantially the form of Exhibit E attached hereto, together with any required related certificates, 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 will become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (DropCar, Inc.)
Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx Xxx & Xxxxxxxx LLPXxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third Business Day after the later to occur of (a) the satisfaction or waiverwaiver of the last to be satisfied or, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 7 and 7.2 8 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, or waiver thereof (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions and shareholders of the Company; provided that, in the event that the Closing would otherwise be within the ten Business Day period prior to the extent permitted by Lawclosing of Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing until the open of business on the first Business Day of the immediately succeeding fiscal quarter (or the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the condition set forth in Section 7.7 shall be deemed satisfied and waived by Parent for all purposes. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) informing the Companies Registrar that all conditions to of the Merger under and the Israeli Companies Law have been met proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger Certificate”)Law. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Closing; Effective Time. The 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 conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx Gornitzky & Xxxxxxxx LLPCo., 1290 Avenue of the Americas45 Rothschild Boulevard, New YorkTel-Aviv 0000000, New York on a date to be designated by Parent and the Company Israel, as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 Section 6, Section 7 and 7.2 (Section 8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Radiant and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the Table of Contents determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall each(and Radiant shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”) a notice (each, a “of the contemplated Merger Notice”) informing which shall inform the Companies Registrar that all conditions to the Merger under the Israeli Companies Law ICL and this Agreement have been met and requesting that set forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law ICL (the “Merger CertificateCertificate of Merger”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law ICL (the such date and time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Restoration Robotics, Inc.)
Closing; Effective Time. The Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Section 7.01 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article VI of this Agreement, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall will take place at the offices of Xxxxxxxx & Xxxxxxxx Hxxxxx and Bxxxx, LLP, 1290 Avenue of the Americas30 Xxxxxxxxxxx Xxxxx, New York00xx Xxxxx, New York Xxx Xxxx, XX 00000, at 10:00 a.m. on a date to be designated specified by Parent and the Company (the “Closing Date”), Parties which shall will be no later than the third three Business Day Days after the satisfaction or waiver, by the party who is entitled to waive such condition and to the extent permitted by Law, waiver of the conditions set forth in Sections 7.1 and 7.2 Article VI (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each such conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at place as Parent and Company may mutually agree in writing. The date on which the Closing (or after actually takes place is referred to as the “Closing with respect to the Merger Certificate)Date”. At On the Closing Date, Merger Sub and the Company shall each, in coordination with each other, deliver to the Companies Registrar a notice (each, a “Merger Notice”) informing the Companies Registrar that all conditions to Parties will cause the Merger under the Israeli Companies Law have been met to be consummated by executing and requesting that the Companies Registrar issue filing a certificate evidencing the completion Certificate of the Merger in accordance with Section 323(5) the relevant provisions of the Israeli Companies Delaware Law (the “Merger CertificateCertificate of Merger”), in substantially the form of Exhibit C-1 attached hereto, together with any required related certificates, 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, Delaware Law. The Merger shall will become effective upon at the issuance by the Companies Registrar, at or after the Closing, time of the filing of such Certificate of Merger Certificate in accordance with Section 323(5) the Secretary of State of the Israeli Companies Law State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time at as of which the Merger becomes effective is herein being referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.)
Closing; Effective Time. The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections 6, 7 and 8, the consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the Americas, New York, New York on a date to be designated by Parent and the Company remotely as promptly as practicable (the “Closing Date”), which shall be but in no event later than the third second Business Day after following the satisfaction or waiver, waiver by the such party who is entitled to waive such condition and of the last to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 6, 7 and 7.2 (8, other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of each of such TABLE OF CONTENTS conditions), or waiver thereof by the party who is entitled to waive at such conditions other time, date and to the extent permitted by Law, at the Closing (or after the Closing with respect to the Merger Certificate). At the Closing Date, Merger Sub place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” As soon as practicable after the determination of the Closing Date in accordance with this Section 1.3, each of the Company and Merger Sub shall each(and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies Registrar of the State of Israel (the “Companies Registrar”), a notice (eachof the proposed date of the Closing, a “Merger Notice”) informing in which notice the Companies Registrar that all conditions to the Merger under the Israeli Companies Law have been met and requesting parties shall request that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law (the “Merger CertificateCertificate of Merger”)) on the date that the Parties shall provide further notice to the Companies Registrar that the Closing has occurred, and the Parties shall deliver such further notice to the Companies Registrar on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, Registrar of the Certificate of Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anchiano Therapeutics Ltd.)
Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx Xxxxxx, Xxx & Xxxxxxxx LLPXxxxxx in Tel Aviv, 1290 Avenue of the AmericasIsrael, New York, New York at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day after the later to occur of (a) the satisfaction or waiver, by waiver of the party who is entitled last to waive such condition and to the extent permitted by Law, be satisfied or waived of the conditions set forth in Sections 7.1 7 and 7.2 7.11 (other than those conditions that by their nature are to be satisfied at the Closing (including the receipt by the parties of the Certificate of Merger at or after the Closing), but subject to the satisfaction or waiver of such conditions), or waiver thereof (b) the 50th day after the delivery of the Merger Proposal to the Companies Registrar, and (c) the 30th day after the approval of the Merger by the party who is entitled to waive such conditions shareholders of the Company and to the extent permitted by Law, at the Closing (or Merger Sub. Promptly after the Closing with respect to the Merger Certificate). At the Closing DateClosing, Merger Sub and the Company shall eachSub, in coordination with each otherthe Company, shall deliver to the Companies Registrar a notice (each, a the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that all conditions (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger under Sub in accordance with Section 318 of the Israeli Companies Law have been met because Merger Sub has no creditors and requesting that the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing has occurred (the “Merger Certificate”). The Merger shall become effective upon the issuance by the Companies Registrar, at or after the Closing, of the Merger Certificate in accordance with Section 323(5) of the Israeli Companies Law (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract