Closing of Merger. All conditions precedent to the consummation of the Merger set forth in the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereof, and the Merger shall have become effective.
Closing of Merger. The Merger shall have become effective.
Closing of Merger. The Merger must close concurrently with the closing of the transactions contemplated hereby.
Closing of Merger. The closing of the Merger (the “Closing”) shall take place on the first business day after the satisfaction or waiver (subject to applicable laws) of the conditions in this Agreement, unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties to this Agreement, which shall not include the Holders (the actual date of Closing being referred to herein as the “Closing Date”). The Closing shall be held in the offices of ICON or such other plce and in such other manner as the parties agree. As soon as practicable on or after the Closing Date, the parties hereto shall cause the Merger to be consummated by filing the necessary documentation in the States of Nevada and Delaware in such form as required by, and executed in accordance with the relevant provisions of, applicable law (the date and time all such filings are accepted, or if another date and time is specified in such fiilngs, such specified date and time, being respectively the “Effective Date” and the “Effective Time).
Closing of Merger. As soon as all conditions to the Merger have been satisfied, this Merger Agreement, along with certificates meeting the requirements of the California General Corporation Law and the Delaware General Corporation Law, shall be filed with the Secretary of State of California and the Secretary of State of Delaware. At the time such filings are both effected, or, if later, at the date specified pursuant to Section 103(d) of the Delaware General Corporation Law, the Merger shall become effective ("EFFECTIVE TIME").
Closing of Merger. The Merger shall have been or, substantially concurrently with the initial borrowing hereunder shall be, consummated in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any modifications, amendments or waivers or consents thereto that are materially adverse to the Lenders or the Arrangers without the prior written consent of the Arrangers (such consent not to be unreasonably withheld or delayed) (it being understood and agreed that (a) any decrease in the purchase price shall not be materially adverse to the Lenders or the Arrangers so long as such decrease is allocated to reduce the amount of the Equity Financing and the amount of the Initial Term Loans on a pro rata basis and (b) any increase in the purchase price shall not be materially adverse to the Lenders or the Arrangers so long as such increase is funded by an increase in the Equity Financing).
Closing of Merger. The Company shall close the Merger Agreement with CSI and all representations and warranties of the Company and CSI contained therein shall be true and correct in all material respects and all covenants and obligations of the Company and CSI contained therein shall have been satisfied.
Closing of Merger. HNC will not refuse to effect the Merger if, on or before the Closing Date, all the conditions precedent to HNC's obligations to effect the Merger under Article 9 have been satisfied or waived by HNC and SLC elects to consummate the Merger.
Closing of Merger. The Company will not refuse to effect the Merger if, on or before the Closing Date, all the conditions precedent to the Company's obligations to effect the Merger under Article 8 hereof have been satisfied or waived by the Company.
Closing of Merger. If Xxxx Atlantic and GTE Corporation ----------------- ("GTE") merge their businesses (the "Merger") pursuant to the terms of the Agreement and Plan of Merger dated as of July 27, 1998, among Xxxx Atlantic, GTE, and Beta Gamma Corporation (the "Definitive Agreement"), and if the Key Executive has remained an Employee in Good Standing of a Xxxx Atlantic Company from the date of this Agreement to the closing date of the Merger (the "Closing Date"), then, not later than 30 calendar days following the Closing Date, Xxxx Atlantic shall cause the Xxxx Atlantic Company which then employs the Key Executive to pay the Key Executive a special bonus (a "Stay Bonus") consisting of a single cash payment in an amount equal (before withholding of taxes) to 1.5 multiplied by the sum, as of the Closing Date, of (i) the Key Executive's annual rate of base salary, and (ii) 50% of the Key Executive's maximum short-term incentive under the STIP.
