Common use of Closing of the Merger Clause in Contracts

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the closing of the Merger (the "Closing") will take place at the offices of Simpxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on the first Friday which is a Business Day occurring at least two Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereof, other than conditions which by their terms are to be satisfied at Closing, or such other date or time as the parties may mutually agree (the "Closing Date"). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall not have occurred prior to January 4, 2002, at any time during the five- Business Day period beginning on the first Business Day following the satisfaction of the conditions set forth in Sections 8.1 and 8.2 (other than conditions which by their terms are to be satisfied at Closing), Washington Mutual may deliver a notice to Dime (the "Extension Notice") specifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfied.

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the closing of the Merger (the "“Closing"”) will take place, unless another time, date or place is agreed to in writing by the parties, at the offices of Simpxxx Xxxxxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 XX 00000 at 10:00 a.m. Pacific time on (New York City time), no later than the first Friday which is a third (3rd) Business Day occurring at least two (or, if earlier, the Business Days Day immediately prior to the End Date) after the satisfaction or waiver (subject to the extent permitted by applicable lawLaw) of the latest conditions (other than those conditions that by their nature are to occur be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VI; provided, that if the Required Information has not been provided by the Company at the time of the satisfaction or waiver of all of the conditions set forth in Section 8 hereof, Article VI (other than those conditions which that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such other date or time as the parties may mutually agree (the "Closing Date"conditions). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall not have occurred prior to January 4, 2002, at any time during the five- Business Day period beginning occur on the first earlier of (a) a date specified by Parent in writing on no fewer than three (3) Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Debt Financing and, if the Debt Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (b) the fifth (5th) Business Day following the date the Required Information is provided by the Company, provided that in each case of (a) and (b) the Closing is subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Sections 8.1 and 8.2 (other than those conditions which that by their terms nature are to be satisfied at the Closing), Washington Mutual may deliver a notice to Dime (the "Extension Notice") specifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime but subject to the effect satisfaction or waiver of those conditions) set forth in Section 8.2(a) as of such Article VI.. The date of delivery. If on which the certificate referred to in Closing occurs is the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at “Closing pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfiedDate.”

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the (a) The closing of the Merger (the "Closing") will shall take place at 10:00 a.m. local time, at the offices of Simpxxx Xxxxxxx Xxxxxx, Xxxx & Xartxxxx xx 425 Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx xx 9:00 a.m. Pacific time Xxxxxxxxxx 00000, on the first Friday which is a Business Day occurring at least two Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereofAugust 15, other than conditions which by their terms are to be satisfied at Closing1997, or at such other time, date or time and place as the parties may mutually agree agree, but not later than August 25, 1997 (the "Closing Date"). For purposes . (b) At the Closing, the Shareholders shall deliver to Parent: (i) certificates representing the Cancelled Shares duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Cancelled Shares in blank, which certificates shall not bear any legend restricting the transfer of this Agreement, such Cancelled Shares; (ii) a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which certificate of good standing for Xxxxx issued by the office Secretary of State of the Washington Secretary or State of California and a certificate of tax good standing for Xxxxx issued by the Delaware Secretary California Franchise Tax Board certifying that such corporation is closed. If in good standing upon the records of their respective offices, together with certificates to transact business as a foreign corporation in each jurisdiction set forth in Section 2.3 of the Shareholders' Schedule, each as of a date not more than ten (10) days prior to the Closing shall not have occurred prior Date; (iii) a copy of the Articles of Incorporation and Bylaws of Xxxxx, as amended to January 4date, 2002and a certified copy of resolutions of the Board of Directors of Xxxxx authorizing all actions necessary to consummate the transactions contemplated by this Agreement certified by the secretary or an assistant secretary of Xxxxx; (iv) a certificate of Xxxxxx X. Xxxxxx, at any time during the five- Business Day period beginning on the first Business Day following the satisfaction of Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxxxxxx certifying that the conditions set forth in Sections 8.1 Section 7.1 have been fulfilled; (v) the written opinion of Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Shareholders, substantially in the form attached hereto as EXHIBIT B, which opinion shall expressly state that Parent's lenders and 8.2 investors are entitled to rely thereon; (vi) the official stock register and minute book of Xxxxx, certified by the secretary or an assistant secretary of Xxxxx; (vii) any consents, approvals or other authorizations necessary to effect the transactions contemplated hereby; and (viii) an executed counterpart of the Escrow Agreement. (c) At the Closing, Parent shall deliver, or shall cause the Surviving Corporation to deliver, to Shareholders: (i) the Aggregate Merger Consideration; (ii) certificates representing the Surviving Shares in accordance with Section 1.14; (iii) a long-form certificate of good standing for Parent issued by the Secretary of State of the State of Delaware, a certificate of good standing for MergerCo issued by the Secretary of State of the State of California and a certificate of tax good standing for MergerCo issued by the California Franchise Tax Board certifying that Parent or MergerCo, as the case may be, is in good standing upon the records of their respective offices, each as of a date not more than conditions which ten (10) days prior to the Closing Date; (iv) a certified copy of resolutions of the Board of Directors of MergerCo and a certified copy of resolutions of the Managing Members of JFL Investors, L.L.C., the sole general partner of Parent, authorizing all actions necessary to consummate the transactions contemplated by their terms are to be satisfied at Closing), Washington Mutual may deliver this Agreement; (v) a notice to Dime (the "Extension Notice") specifying certificate of Parent certifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime to the effect conditions set forth in Section 8.2(a8.1 have been fulfilled; (vi) the written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special counsel to Parent, substantially in the form attached hereto as EXHIBIT C; and (vii) an executed counterpart of the Escrow Agreement. (d) At the Closing, Parent shall repay or pay, as appropriate (i) the aggregate amount, as of such date the Closing Date, of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Noticeprincipal of, together with any accrued but unpaid interest on, or prepayment penalties associated with, the certificate contemplated to be delivered at Closing pursuant to Section 8.2(aindebtedness of Xxxxx set forth on EXHIBIT D hereto and (ii) will be required to certify only that there have been no intentional breaches the bonuses and other expenses listed on EXHIBIT D hereto as of the representations and warranties contained in Section 4Closing Date (collectively, subject to the standard in the proviso contained in Section 8.2(a"Specified Indebtedness"), and upon delivery thereof Section 8.2(a) will be deemed satisfied.

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the The closing of the Merger (the "“Closing"”) will shall take place at 10:00 a.m., New York time, on a date to be specified by the parties hereto, which shall be no later than the third Business Day after satisfaction (or waiver) of the conditions set forth in Article 8 (excluding conditions that, by their terms, are to be satisfied at Closing but subject to the satisfaction or waiver of such conditions), at the offices of Simpxxx Xxxxxxx O’Melveny & Xartxxxx xx 425 Xxxxxxxxx Mxxxx LLP, Times Square Tower, 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on 00000 unless another time, date or place is agreed to in writing by Parent and the first Friday which is a Business Day occurring at least two Business Days after Company; provided, however, that notwithstanding the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereofArticle 8, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions which that by their terms nature are to be satisfied or waived at the Closing), or such other date or time as the parties may mutually agree (the "Closing Date"). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall not have occurred prior take place instead on the earlier to January 4, 2002, at occur of (a) any time Business Day during the five- Marketing Period to be specified by Parent to the Company on no less than three Business Day period beginning on Days’ written notice to the first Business Day following Company and (b) the last day of the Marketing Period, but in each case subject to the satisfaction or waiver of the conditions set forth in Sections 8.1 Article 8; and 8.2 (other than conditions which by their terms are to be satisfied at Closing)provided, Washington Mutual may deliver a notice to Dime (the "Extension Notice") specifying further, that the Closing Date (i) shall not occur prior to January 6, 2014 and (ii) if elected in writing by Parent to the Company (the date of such election, the “Closing Election Date”), if after (1) January 6, 2014 and (2) the fifteenth day of a month, shall occur on the earliest date thereafter that is the first day of a month (provided that if Parent shall make such an election under this clause (ii) (A) determinations as to whether a breach of any representation or warranty of a Party have occurred (excluding any intentional breach thereof) and (B) in all instances, whether a “Company Material Adverse Effect” or “Parent Material Adverse Effect” shall have occurred as of the Closing Date, shall be January 4assessed, 2002. Upon receipt in the case of each of (A) and (B), as of the Extension Notice, Dime Closing Election Date. The “Closing Date” shall within five Business Days deliver to Washington Mutual a certificate signed be the date on behalf of Dime by which the Chief Executive Officer and Chief Financial Officer of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfiedis consummated.

Closing of the Merger. Subject Unless this Agreement shall have been terminated and the transactions contemplated herein abandoned pursuant to the terms and conditions of this Agreement, except as provided in the following paragraphArticle 7 hereof, the closing of the Merger (the "“Closing"”) will take place at on a date (the offices of Simpxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on “Closing Date”) to be specified by Parent and the first Friday Company which is a Business Day occurring at least two Business Days shall be no later than the second business day after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Section 8 hereof, Articles 5 and 6 (other than delivery of items to be delivered at the Closing and other than those conditions which that by their terms nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such other date conditions at the Closing), at 10:00 a.m., local time, at the offices of Oxxxxxxxxxx, Wxxxx & Dxxxxxxx LLP, 40 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, unless another time, date, place or time manner (e.g., by facsimile exchange of signature pages with originals to follow by overnight delivery) is agreed to by the parties hereto. The parties will use commercially reasonable efforts to consummate the Closing as soon as the parties may mutually agree (closing conditions in Articles 5 and 6 are satisfied or waived; provided, however, that in no event shall the "Closing occur later than the Termination Date"). For purposes of this Agreement, a "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Washington Secretary or the Delaware Secretary is closed. If the Closing shall has not have occurred prior to January 4, 2002, at any time during by the five- Business Day period beginning on fiftieth (50th) day after the Company has delivered a right of first Business Day following the satisfaction of the conditions set forth in Sections 8.1 and 8.2 (other than conditions which by their terms are to be satisfied at Closing), Washington Mutual may deliver a refusal notice to Dime (the "Extension Notice") specifying that the Closing Date shall be January 4, 2002. Upon receipt of the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed on behalf of Dime by the Chief Executive Officer and Chief Financial Officer of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing Conceptus pursuant to Section 8.2(a) will be required to certify only that there have been no intentional breaches 5.1 of the representations Settlement and warranties contained in Section 4License Agreement, subject Parent shall advance the Company an additional $300,000 on the fifty-first (51st) day to cover the standard in costs and expenses of the proviso contained in Section 8.2(aCompany’s operations through Closing (the “Supplemental Advance”), and upon delivery thereof Section 8.2(a) will be deemed satisfied.

Closing of the Merger. Subject to the terms and conditions of this Agreement, except as provided in the following paragraph, the (a) The closing of the Merger (the "“Closing"”) will take place at a time and on a date (the offices of Simpxxx Xxxxxxx & Xartxxxx xx 425 Xxxxxxxxx Xxxxxx“Closing Date”) to be mutually agreed upon by the Company and Parent, Xxx Xxxx, Xxx Xxxx xx 9:00 a.m. Pacific time on which shall be no later than the first Friday which is a fifth Business Day occurring at least two Business Days after the satisfaction or waiver (subject to applicable law) of the latest last to occur of the conditions set forth in Section 8 hereof, Article VI (other than those conditions which by their terms are to may only be satisfied at the Closing by the delivery of documents, the payment of monies or the taking of such other action), at the offices of Xxxxxx Xxxxxxxx LLP, The New York Times Building, 620 Eighth Avenue, 37th Floor, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto. (b) At the Closing, or such in addition to the other date or time as the parties may mutually agree (the "Closing Date"). For purposes of documents, agreements and instruments required to be executed and delivered by Parent pursuant to this Agreement, Parent shall deliver to the Company: (i) evidence reasonably satisfactory to the Representative that the Parent Stockholder Approval has been obtained; (ii) a "Business Day" shall mean any day that is not a Saturdaycertificate, a Sunday or other day on which the office duly executed by an authorized executive officer of the Washington Parent, dated the Closing Date, certifying that the conditions specified in Section 6.1(a) (with respect to the Parent Stockholder Approval) and Sections 6.2(a), Section 6.2(b) and Section 6.2(c) have been fulfilled; (iii) a certificate duly executed by an authorized Secretary or the Delaware Assistant Secretary is closed. If of Parent, dated the Closing shall not have occurred prior Date, to January 4the effect that: (A) (1) the resolutions adopted by the board of directors of Parent authorizing this Agreement and the transactions contemplated hereby, 2002including the Merger, were duly adopted at a duly convened meeting thereof, at any time during which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (2) the five- Business Day period beginning Parent Stockholder Approval was obtained at a duly convened meeting thereof, at which a quorum was present and acting throughout, and such approval remains in full force and effect, and has not been amended, rescinded or modified; and (B) Parent’s officers executing this Agreement and the other documents, agreements and instruments to be executed and delivered by Parent pursuant to this Agreement are incumbent officers and the specimen signatures on such certificate are their genuine signatures; (iv) employment agreements between Parent and each of Xxxx Xxxxx and Xxxxxxxx Xxxxx, in a form satisfactory to the parties thereto and on economic terms substantially equivalent to the existing employment agreements between the Company and Messrs. Xxxxx and Black (collectively the “Employment Agreements”), executed by Parent; (v) the Registration Rights Agreement and the Stockholders Agreement executed by Parent; and (vi) the Voting and Support Agreements executed by each of Xxx Xxxxxxx and Xxx Xxxxxxxxxx. (c) At the Closing, in addition to the other documents, agreements and instruments required to be executed and delivered by the Company pursuant to this Agreement, the Company shall deliver (or cause to be delivered) to Parent: (i) evidence reasonably satisfactory to Parent that the Company Stockholder Approval has been obtained; (ii) a certificate, duly executed by an authorized executive officer of the Company, dated the Closing Date, certifying that the conditions specified in Section 6.1(a) (with respect to the Company Stockholder Approval) and Sections 6.3(a), 6.3(b) and 6.3(c), have been fulfilled; (iii) certificates, duly executed by an authorized Secretary or Assistant Secretary of the Company, dated the Closing Date, to the effect that: (A) (1) the Articles of Incorporation and bylaws of the Company (the “Company Bylaws”) attached to such certificate are true and correct, and were in full force and effect in the form as attached to such certificate on the first Business Day following the satisfaction date of adoption of the conditions set forth resolutions referred to in Sections 8.1 clause (3) below, (2) no amendment to the Articles of Incorporation or the Company Bylaws has occurred since the date of adoption of the resolutions referred to in clauses (3) and 8.2 (4) below, (3) the resolutions adopted by the board of directors of the Company authorizing this Agreement and the transactions contemplated hereby, including the Merger, were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified and (4) the resolutions representing the Company Stockholder Approval were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified; and (B) the Company’s officers executing this Agreement and the other than conditions which by their terms are documents, agreements and instruments to be satisfied at Closing)executed and delivered by the Company pursuant to this Agreement are incumbent officers and the specimen signatures on such certificate are their genuine signatures; and (iv) the Employment Agreements executed by Xx. Xxxxx and Mr. Black; (v) the Registration Rights Agreement and the Stockholders Agreement executed by the Equityholders; (vi) warrant cancellation agreements in a form reasonably satisfactory to Parent from the holders of all Company Warrants; (vii) a certification, Washington Mutual may deliver a notice in the form and substance required under Treasury Section 1.897-2(h) of the Treasury Regulations and reasonably acceptable to Dime (the "Extension Notice") specifying that Parent, dated within thirty calendar days of the Closing Date shall be January 4Date, 2002. Upon receipt of together with written authorization for Parent to deliver such certification to the Extension Notice, Dime shall within five Business Days deliver to Washington Mutual a certificate signed IRS on behalf of Dime by the Chief Executive Officer and Chief Financial Officer Company, so that Parent is exempt from withholding any portion of Dime to the effect set forth in Section 8.2(a) as of such date of delivery. If the certificate referred to in the immediately preceding sentence has been delivered in response to an Extension Notice, the certificate contemplated to be delivered at Closing Merger Consideration pursuant to Section 8.2(a1.1445-2 of the Treasury Regulations; and (viii) will be required to certify only evidence that there all Contracts with Related Parties (including, the Investor Agreement), except for those Contracts set forth on Schedule 2.3(vi), shall have been no intentional breaches terminated and the parties thereto have been released from all obligations thereunder, in each case as of the representations and warranties contained in Section 4, subject to the standard in the proviso contained in Section 8.2(a), and upon delivery thereof Section 8.2(a) will be deemed satisfiedEffective Time.