Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Bond, Xxxxxxxxx & Xxxx, PLLC, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date”. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such certificate of merger with the consent of Parent.

Closing; Effective Time. The consummation Subject to the provisions of Article V, the closing of the transactions contemplated by this Agreement Merger (the “"Closing”") shall take place in New York City at the offices of BondXxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx & Xxxxxx, Xxx Xxxx, PLLCXxx Xxxx, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 as soon as practicable but in no event later than the third first business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 Article V, or at such other place or at such other date as Parent and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties heretoCompany may mutually agree. The date on which the Closing actually takes place occurs is hereinafter referred to as the “"Closing Date”". Subject At the Closing, the parties hereto shall cause the Merger to the provisions of be consummated by filing this Agreement, Agreement or a certificate of merger satisfying or a certificate of ownership and merger (the applicable requirements "Certificate of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed Merger") with the Secretary of State of the State of Delaware. The Merger shall become effective , in such form as required by and executed in accordance with the relevant provisions of the DGCL (the “Effective Time”) at the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware (or at such later time as may be is specified in such certificate the Certificate of merger with Merger) being the consent of Parent"Effective Time").

Closing; Effective Time. The consummation Subject to the provisions of Article VII, the closing of the transactions contemplated by this Agreement Merger (the “"Closing”") shall take place in New York City at the offices of BondXxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx & Xxxxxx, Xxx Xxxx, PLLCXxx Xxxx, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 as soon as practicable but in no event later than the third first business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 Article VII, or at such other place or at such other date as Parent and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties heretoCompany may mutually agree. The date on which the Closing actually takes place occurs is hereinafter referred to as the “"Closing Date”". Subject At the Closing, the parties hereto shall cause the Merger to the provisions of be consummated by filing this Agreement, Agreement or a certificate of merger satisfying or a certificate of ownership and merger (the applicable requirements "Certificate of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed Merger") with the Secretary of State of the State of Delaware. The Merger shall become effective , in such form as required by and executed in accordance with the relevant provisions of the DGCL (the “Effective Time”) at the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware (or at such later time as may be is specified in such certificate the Certificate of merger with Merger) being the consent of Parent"Effective Time").

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “"Closing”") shall will take place at 10:00 a.m. (New York time) on a date specified by the offices of Bondparties hereto, Xxxxxxxxx & Xxxx, PLLC, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 no which date shall not be later than the third business day two (2) Business Days after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 Sections 6.1, 6.2 and ARTICLE 86.3 at the offices of Herrxxx, unless another Xxinxxxxx XXX, Two Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other time, date or place is as agreed to in writing by the parties hereto. The hereto (the date on which the Closing actually takes place is shall occur being referred to in this Agreement as the “"Closing Date”"). Subject to Contemporaneously with or as promptly as practicable after the provisions of this AgreementClosing, a certificate of merger satisfying (the applicable requirements "Certificate of the DGCL Merger") shall be duly executed prepared and acknowledged by the Company Surviving Corporation and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, thereafter filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective (the “Effective Time”) at the time of upon the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware or at (the date and time of such later time as may be specified in such certificate of merger with filing being the consent of Parent"Effective Time").

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at remotely via the offices exchange of Bondsignature pages, Xxxxxxxxx & Xxxx, PLLC, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 no later on a date to be designated by Parent which shall be not more than the third business day three Business Days after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE Sections 6 and 7 (other than conditions that by their nature are only satisfied as of the Closing, but subject to the satisfaction or waiver of each of such conditions), or such other Business Day as the Company and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties heretoParent may mutually agree. The date on which the Closing actually takes place is referred to as the “Closing Date”. .” Subject to the provisions of this Agreement, the Company shall execute a certificate of merger satisfying in the applicable requirements of the DGCL shall be duly executed by the Company form attached hereto as Exhibit B and Merger Sub in connection with the Closing and, concurrently with or immediately as soon as practicable following the Closing, Closing the Company shall cause such certificate to be filed with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time of the filing of such certificate of merger is filed with the Secretary of State of the State of Delaware or at such later time as Parent and the Company may be specified agree and specify in such certificate of merger with merger. The time as of which the consent of ParentMerger becomes effective is referred to as the “Effective Time.”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of BondXxxxxxx, Xxxxxxxxx & Xxxx, PLLC, Xxx Xxxxxxx Xxxxxx, XxxxxxxxXxxxxxx, Xxx Xxxx Rock & Fields, Chartered, 000 X. Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxx, Xxxxx 00000 no later than as soon as practical following the third business day after the satisfaction or waiver completion of the last to be satisfied Fairness Hearing described herein or waived of the conditions set forth in ARTICLE 7 at such other time and ARTICLE 8, unless another time, date or place is agreed to in writing by AGREEMENT AND PLAN OF MERGER - 1 as the parties heretomay agree (the "Scheduled Closing Time"). (The date on which the Closing actually takes place is referred to in this Agreement as the “"Closing Date”. Subject to .") Contemporaneously with or as promptly as practicable after the provisions of this AgreementClosing, a properly executed certificate of merger satisfying (the applicable "Certificate of Merger"), conforming to the requirements of the DGCL Delaware Law, shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time such Certificate of the filing of such certificate of merger Merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be specified in such certificate of merger with (the consent of Parent"Effective Time").

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Bond, Xxxxxxxxx Sxxxxxxxx & XxxxKxxx, PLLC, Xxx Oxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 and ARTICLE 8, 8 unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date”. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such certificate of merger with the consent of Parent.

Closing; Effective Time. The consummation Subject to the provisions of Article V, the closing of the transactions contemplated by this Agreement Merger (the “"Closing”") shall take place in New York City at the offices of BondSxxxxxx Xxxxxxx & Bxxxxxxx, 400 Xxxxxxxxx & Xxxxxx, Xxx Xxxx, PLLCXxx Xxxx, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 as soon as practicable but in no event later than the third first business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 Article V, or at such other place or at such other date as Parent and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties heretoCompany may mutually agree. The date on which the Closing actually takes place occurs is hereinafter referred to as the “"Closing Date”". Subject At the Closing, the parties hereto shall cause the Merger to the provisions of be consummated by filing this Agreement, Agreement or a certificate of merger satisfying or a certificate of ownership and merger (the applicable requirements "Certificate of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed Merger") with the Secretary of State of the State of Delaware. The Merger shall become effective , in such form as required by and executed in accordance with the relevant provisions of the DGCL (the “Effective Time”) at the date and time of the filing of such certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware (or at such later time as may be is specified in such certificate the Certificate of merger with Merger) being the consent of Parent"Effective Time").

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of BondXxxxxx Godward Kronish llp, Xxxxxxxxx & XxxxOne Freedom Square, PLLCReston Town Center, Xxx 00000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx, Xxx Xxxx Xxxxxxxx 00000 no later than at 10:00 a.m. Eastern time on the third second business day after following the satisfaction or (or, to the extent permitted by law, waiver of the last to be satisfied or waived appropriate party) of all of the conditions set forth in ARTICLE 7 Sections 6 and ARTICLE 87, unless another timeor at such other place, time and date or place is as shall be agreed to in writing by between the parties heretoParent and the Company. The date on which the Closing actually takes place occurs is referred to in this Agreement as the “Closing Date”. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the date and time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware. The Merger shall become effective Delaware (the “Effective Time”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such certificate of merger with the consent of Parent).

Closing; Effective Time. The consummation (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Bond, Xxxxxxxxx & Xxxx, PLLC, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 on a date as soon as practicable but in no event later than the third business day after second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 Article VI, or at such other time and ARTICLE 8, unless another time, date or place is agreed to in writing by as Parent and the parties hereto. The date on which the Closing actually takes place is referred to as Company may mutually agree (the “Closing Date”). Subject By agreement of the Parties, the Closing may take place by conference call, telecopy and e-mail with exchange of original signatures by overnight mail. (b) On the Closing Date and subject to the provisions of this Agreementterms and conditions hereof, the Parties shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by Certificate of Merger substantially in the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary form of State of the State of Delaware. The Merger shall become effective Exhibit B attached hereto (the “Effective TimeCertificate of Merger”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at (the “Secretary of State”). The Merger shall become effective upon such later time as may be specified in such certificate the Certificate of merger with Merger has been accepted for record by the consent Secretary of ParentState (the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of BondCravath, Xxxxxxxxx Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, PLLCXX 00000, Xxx Xxxxxxx Xxxxxxat 10:00 a.m. local time on a date to be designated by Parent (the “Closing Date”), Xxxxxxxx, Xxx Xxxx 00000 which shall be no later than the third business day Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE Section 7 and ARTICLE 8(other than those conditions that by their nature are to be satisfied at the Closing, unless another time, date but subject to the satisfaction or place is agreed to in writing by the parties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date”waiver of such conditions). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately as soon as practicable following the Closing, filed with delivered to the Secretary of State of the State of DelawareDelaware for filing. The Merger shall become effective (upon the “Effective Time”) at the date and time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may be is agreed upon in writing by the parties and specified in such the certificate of merger with (the consent of Parentdate and time when the Merger becomes effective, the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of BondXxxxxx LLP, Xxxxxxxxx & Xxxx, PLLC, Xxx 0000 Xxxxxxx Xxxxxx, XxxxxxxxXxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at 10:00 a.m. on a date to be designated by Parent as soon as practicable, but no later than the third five (5) business day after the days following satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE Sections 7 and ARTICLE 88 (other than those conditions that by their nature are to be satisfied at the Closing, unless another time, date but subject to the satisfaction or place is agreed to in writing by the parties heretowaiver of such conditions). The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date”. Subject .” Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger, substantially in the form attached hereto as Exhibit D and conforming to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time the Certificate of the filing of such certificate of merger Merger is filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and the Company may be specified mutually agree and include in such certificate the Certificate of merger with Merger (the consent of Parent“Effective Time”).

Closing; Effective Time. The consummation closing of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of BondSidley Austin LLP, Xxxxxxxxx & 1801 Page Xxxx Xxxx, PLLCXxxxx 000, Xxx Xxxxxxx XxxxxxXxxx Xxxx, XxxxxxxxXxxxxxxxxx, Xxx Xxxx 00000 00000, at a time and date to be specified by the parties, which shall be no later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 Article III, or at such other place and ARTICLE 8, unless another time, time and/or on such other date or place is agreed to in writing by as Parent and the parties heretoCompany may agree. The date on upon which the Closing actually takes place occurs is herein referred to as the “Closing Date”. Subject to the provisions of this Agreement.” Simultaneously with, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing andor as soon as practicable following, concurrently with or immediately following the Closing, filed with the Secretary Company as the surviving corporation shall file the Certificate of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware as provided in Section 252(c) of the DGCL. The Merger shall become effective at the later of such time as the Certificate of Merger is so filed or at such later time as may be specified is set forth in such certificate the Certificate of merger with Merger, if different, which time is hereinafter referred to as the consent of Parent“Effective Time.”

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of BondFenwick & West LLP, Xxxxxxxxx & Xxxx, PLLC, Xxx 000 Xxxxxxx Xxxxxx, XxxxxxxxXxx Xxxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxxx, on a date to be mutually agreed upon by Parent and the Company, which shall be no later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE Sections 6 and 7 and ARTICLE 8, unless another time, date or place is agreed (other than conditions that by their terms are to in writing by be satisfied on the parties heretoClosing Date). The date on which the Closing actually takes place is referred to as the “Closing Date”. .” Subject to the provisions of this Agreement, a certificate of merger satisfying that satisfies the applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately as soon as practicable following the Closing, Closing shall be filed on the Closing Date with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the Company and specified in such certificate of merger with (the consent time as of Parentwhich the Merger becomes effective being referred to as the “Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement Merger (the “Closing”) shall take place at the offices of BondCooley Godward Kronish LLP, Xxxxxxxxx & Xxxx, PLLC, Xxx 0000 Xxxxxxx Xxxxxx, XxxxxxxxXxxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxxx, at 10:00 a.m. on a date to be designated by Parent (the “Closing Date”), which shall be no later than the third second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date”Section 7. Subject to the provisions of this Agreement, Parent, Acquisition Sub and the Company shall cause the Merger to be consummated by causing a certificate of merger satisfying the applicable requirements complying with Section 251 or a certificate of ownership and merger complying with Section 253, as applicable, of the DGCL shall (either, the “Certificate of Merger”) to be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of DelawareDelaware on the Closing Date. The Merger shall become effective (upon the “Effective Time”) at the date and time of the filing of such certificate Certificate of merger with the Secretary of State of the State of Delaware Merger, or at such later time as may be mutually agreed in writing by the Company and Parent and specified in such certificate Certificate of merger with Merger (the consent of Parent“Effective Time”).

Closing; Effective Time. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of BondO’Melveny & Xxxxx LLP, Xxxxxxxxx & 0000 Xxxx Xxxx Xxxx, PLLCXxxxx Xxxx, Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx XX 00000 no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 and ARTICLE 8, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually takes place is referred to as the “Closing Date”. .” Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and Merger Sub in connection with the Closing and, concurrently with or immediately following the Closing, filed with the Secretary of State of the State of Delaware. The Merger shall become effective (the “Effective Time”) at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such certificate of merger with the consent of Parent.