Closing; Effective Times Sample Clauses
The 'Closing; Effective Times' clause defines when the transaction is considered officially completed and when its terms become legally binding. Typically, this clause specifies the exact date and time at which the closing occurs, and may outline any conditions that must be satisfied before the agreement takes effect. By clearly establishing the moment the parties' rights and obligations commence, this clause ensures certainty and prevents disputes over when contractual duties begin.
Closing; Effective Times. (a) Unless this Agreement has been terminated and the Transactions have been abandoned pursuant to Article IX of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article VIII of this Agreement, the Closing will occur by electronic exchange of documents at a time and date to be specified in writing by the Parties which will be no later than three Business Days after satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such conditions), or at such other time, date and place as the SPAC and the Seller may mutually agree in writing; provided that such day is not a Friday. The date on which the Merger actually takes place is referred to as the “Closing Date”.
(b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Parties shall cause the Merger to be consummated by entering into a plan of merger in form and substance that is reasonably acceptable to the Parties (the “Plan of Merger”) and filing the Plan of Merger with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) in accordance with the Companies Act (the Merger becoming effective at such date the Plan of Merger is duly registered with the Cayman Registrar (or such later date as may be agreed by each of the Parties and specified in such Plan of Merger in accordance with the Companies Act) being the “Merger Effective Time” and, together with the Sale Effective Time, the “Effective Times”), together with any required related certificates or other documents as may be required in accordance with the relevant provisions of the Companies Act.
Closing; Effective Times. Subject to the satisfaction or written waiver (where permissible) of the conditions set forth in Article V and Article VI, the closing of the Mergers (the “Closing”) shall take place on the date hereof, unless another date is agreed to in writing by the Buyer and the Sellers. The Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall cause the First Merger to be effected by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The First Merger shall become effective at the date and time of such filing of the Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger (such time being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, the Buyer and Second Merger Sub shall cause the Second Merger to be effected by filing a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form and containing such information as is required by, and executed in accordance with, the relevant provisions of the DGCL. The Second Merger shall become effective at the date and time of such filing of the Second Certificate of Merger, or such later time as may be agreed by each of the parties hereto and specified in the Second Certificate of Merger (such time being the “Second Effective Time”).
Closing; Effective Times. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ Godward LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. on the third (3rd) business day after the satisfaction or waiver of the conditions set forth in Sections 7 and 8 (the “Scheduled Closing Date”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or at such other time and date as the parties may mutually agree. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” Contemporaneously with or as promptly as practicable after the Closing, the parties shall file with the Secretary of State of the State of Delaware a properly executed certificate of merger for Merger I conforming to the requirements of the DGCL. Immediately following the Effective Time of Merger I, the parties shall file with the Secretary of State of the State of Delaware a properly executed certificate of merger for Merger II conforming to the requirements of the DGCL. Each Merger shall become effective at the time such certificate of merger is filed with the Secretary of State of the State of Delaware.
Closing; Effective Times. Subject to the satisfaction or waiver (as permitted by this Agreement and applicable Legal Requirements) of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature must be satisfied or waived at the Closing), the consummation of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Cooley Godward llp, located at 3175 Hanover Street, Palo Alto, Califor▇▇▇, ▇t 10:00 a.m. on a date to ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇E"), which shall be no later than the third business day after the satisfaction or waiver of each of the conditions set forth in Sections 6 and 7, unless another time or date is agreed to in writing by the parties hereto. Contemporaneously with or as promptly as practicable after the Closing, the parties shall cause to be filed a properly executed agreement of merger ("AGREEMENT OF MERGER") for Merger I conforming to the requirements of the CGCL with the Secretary of State of the State of California. Immediately following the Effective Time of Merger I, the parties shall cause to be filed a properly executed Agreement of Merger for Merger II conforming to the requirements of the CGCL and the LLC Act with the Secretary of State of the State of California. Each Merger shall become effective at the time such Agreement of Merger is filed with the Secretary of State of the State of California or at such other time as the parties may agree and specify in the respective Agreement of Merger.
Closing; Effective Times. (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇ & Associates, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, or at such other place as the Parties shall mutually agree, on or before January 20, 2009, on such date as Buyer and Sellers shall agree, not more than five Business Days following the satisfaction or waiver of all conditions precedent to Closing set forth in Articles 7 and 8 (the “Closing Date”).
(b) Upon and subject to the terms and conditions of this Agreement, the Mergers comprising the Transaction shall become effective at Closing or as soon thereafter as is practicable as follows: (i) The GreenCine Certificate of Merger shall be duly executed by GreenCine and Merger Sub I and concurrently with the Closing filed with the Secretary of State of Delaware in accordance with the relevant provisions of the DGCL (“Effective Time of Merger I” or “Effective Time of the GreenCine Merger”)), and the ThinkForward Agreement of Merger shall be duly executed by ThinkForward and Merger Sub II and concurrently with the Closing filed with the Secretary of State of California in accordance with the relevant provisions of the CGCL (“Effective Time of Merger II” or “Effective Time of the ThinkForward Merger”)), it being the intention of the Parties to consummate the ThinkForward Merger and the GreenCine Merger concurrently at or immediately following the Closing as an integrated transaction.
Closing; Effective Times
Closing; Effective Times